Wrath of the Femmes
by Amber Tiger
Summary: (Beast Wars) A mysterious renegade with a strange power lands on Earth and refuses to take sides. Can she become the bridge between the lives of two very different femmes? Read inside for a full description.
1. Prologue

Disclaimer: I claim no rights to the Beast Wars television show, toys, or any of its affiliates.

Full Introduction and Description:

I don't know if it's just me, but I've noticed that in the show and especially in fanfiction, the emphasis is on the male characters of Beast Wars. Make no mistake: I am not in any way, shape or form criticizing the work of any other fanfiction authors. I have simply decided that to indulge my feminist whims I am going to write a fanfic that centers around the lives and emotions of the femmes of Beast Wars: Blackarachnia and Airazor. I have also created an original character to spice things up. The time line for this story takes place sometime between the episodes 'Tangled Web' and 'Maximal, No More', and the plot will continue with a few small changes. This will by no means be a trashy, Mary-Sue, feminist story. It will have plenty of action, a plot and things blowing up. I will also try my very best to keep the canon characters in character. However, readers be warned: this story WILL include good-natured male-trashing, sexual banter, sexual themes and 'girl-talk'. Not for the chauvinistic or faint of heart.

The rating is rated R for sexual themes, some language and allusions to rape.

And now, Wrath of the Femmes.

Prologue

Gun blasts and energy pulses resounded off the buildings of the mine complex, lighting the hot night air as if it were midday. Transformers ran every which way, the Masters trying in desperation to control their enraged slaves.

Former slaves, unit 29-A2V corrected herself. She dodged a stasis missile meant to take her down and it went sailing past, hitting one of her former captors in the chest before he knew what hit him. He immediately shorted out and fell to the hot desert sand in stasis lock. Unit 29-A2V flew over him, her optics focused on her goal: the landing pad.

Casting a look behind her, she had to grin at the carnage her fellow former slaves had created. The normally-immaculate slave compound was in ruin. The low buildings where the captives had spent most of their lives when not in the mines were burning, sending columns of toxic smoke into the night air. Power pulses rocked the ground, creating chasms in the sandy terrain.

May Primus have mercy on the planet of Marajo, Unit 29-A2V thought, reveling in the feel of the night air against her metal.

Out the corner of her optics, she spotted Unit 28-H5G running behind her. Hot on her trail were five Masters, bellowing hollow threats and firing not-so-hollow stasis missiles, trying to take her friend down.

Unit 29-A2V skidded to a halt and felt the power rise within her. She felt it build, waiting to be released upon the 'bots that made her life a living Inferno. There wasn't a lot of buildup left after the initial blast that had freed them, but there was enough to take down the Masters that trailed 28-H5G.

She knew that to release the power in this melee was to target her friends as well as her former captors, but she couldn't let that stop her. She had to escape, had to get off this Primus-forsaken rock tonight. If she didn't, there was no Master in the universe to stop her taking her own life.

"Brace!" she screamed, her voice hoarse from years of sporadic use.

Those nearest to her heard her cry, and stopped dead in their tracks, ready to absorb and redirect her surge. Those who didn't hear her…it didn't matter. Nothing mattered anymore except getting free. And that meant eliminating her pursuers.

A2V gave herself up to the energy within her, letting it seek release into the world.

A brilliant pulse of light erupted from her chest, causing her to take a step back to regain her balance. The blue light spread in all directions like a shockwave, which was essentially what it was. Where it hit her former captors they screamed in pain and fell to the ground, in stasis or dead. Where it hit her fellow escapees, it was absorbed and re-released upon those Masters nearest them.

Havoc ensued, but much as she wanted to stick around and watch her revenge being wrought, A2V turned and took off toward the landing pad once more.

There was a single craft parked there, its pilot passed out cold beside the hatch as a result of her energy pulse. A2V didn't bother slowing down as she reached the ship: she slammed full speed into the button that released the hatch, then kicked the body of the unconscious pilot aside as the hatch opened outwards to admit her.

She whipped around, hearing footsteps beside her, but relaxed when she saw that it was only 28-H5G. Her longtime friend puffed up to her and enveloped her in a fierce hug.

A2V returned the affection she had never been allowed to show while the two had been captive. H5G had been like a sister to her all these years, and it hurt more than she could have imagined leaving her here.

"Are you sure you won't come with me?" A2V whispered, not trusting her voice, "This craft has room for two."

"I'm sorry, but no," H5G replied, choking on her own emotion, "My place is here, cleaning up this scrap heap." She jerked her head toward the carnage in the mine complex. Her face split into a feral grin and her optics glowed with revenge and thinly veiled sadness. "You go. Find your family. Be free and live long. Till we meet again, old friend."

"Till then," A2V echoed, squeezing her friend tighter then releasing her. Not trusting herself to say anything more, she darted into the spacecraft and didn't turn around until the hatch had hissed closed behind her.

Taking a steadying breath, A2V sat down at the control console and looked over the complex array of buttons, levers, monitors and gauges in front of her. She had no clue how to fly a spacecraft, but hey, how hard could it be?

Her thin metallic fingers hovered over the console for a few seconds before she was jolted by an explosion. She could hear shouting outside the spacecraft, and knew her former Masters were trying to stop her from escaping.

No! She pressed a large red button on the dashboard and felt the thrusters flare to life on either side of the craft. Grinning, she punched a few more buttons and the viewscreen crackled to life in front of her eyes. She saw the desert of Marajo stretched out in front of her, dark desolate and ugly.

A2V took one last look at the place that had been her Pit for most of her remembered life, and then hit the button labeled _Takeoff_.

The craft jerked with another explosion, and a dent appeared in the hatch from the outside. But it didn't matter, because just then the spacecraft lifted from the tarmac and rose into the sultry night air over the deserts of Marajo.

Staring into the viewscreen, A2V got her last visual of her fellow former slaves, fists raised in the air as they watched her ascend into the stratosphere. Their cries of triumph and defiance reached her aural sensors and then she was away, accelerating automatically out of the atmosphere of the desert planet and into the cool void of space.

She didn't let herself relax until she was clear of the atmosphere and looking down at Marajo through the viewscreen. Then she raised her hands from the console and threw them up over her head in elation, screaming out her joy at being free and alive.

Suddenly, the spacecraft jerked violently to the side. A2V lowered her arms to the console and pressed the button labeled _Manual Steering_.

The console split in half and through the center came a steering wheel type device. She gripped it hard and banked left, away from the sight of the planet that had been her prison.

Her optics scanned the viewscreen for any pursuit, but found none. Only then did she allow herself to search for the true reason she had stolen this ship.

She found it fairly quickly. It was a small device positioned at the top right of the command console. A transwarp drive.

A2V leaned over the device, mentally calculating the coordinates she needed. It was rumored that a transwarp drive could transport ships not just through space but through time, and she considered this for a moment.

No. She shook her head violently as she punched in the desired coordinates. Even she knew the consequences oftoying withthe past.

She finished programming the transwarp drive and closed her optics, the reckless feel of freedom making her slightly giddy. When she was steady again, she hit the _Initiate_ button.

The transwarp drive hummed to life, and before she had a chance to reconsider A2V was thrown backwards into her seat as the ship jumped through a wormhole and into hyperspace. The viewscreen went blank as the craft was whisked out of the space-time continuum, and A2V relaxed into her seat for the trip.

She still couldn't believe she was free. She could remember only vaguely the time before she had been captured. Her family had belonged to a remote colony of Transformers on the planet of Bedon, nestled away in the peaceful Carron nebula. She remembered a father, a mother and two brothers. They had lived in peace, away from the wars that shook the rest of the universe. That was, until the day the slavers had come.

They had destroyed the colony and took every 'bot hostage. A2V had been separated from her family and sold as a worker in the energon mines of Marajo. There she had stayed for two hundred years, awaiting the day when she could break free and reunite herself with her lost family. Provided any of them were still alive.

That's why she had stolen this ship. She had to get as far away from Marajo as possible, and what better place to start the search for her family than their old home?

A2V was jolted from her daydreams by the sound of an alarm. Her optics fixed on the viewscreen, which should have been completely blank. But it wasn't. There, straight ahead of her, was a large dark hole in the white nothingness of transwarp space. That wasn't supposed to be there.

She gripped the navigation device and tried to turn before remembering that one couldn't steer while in a transwarp jump.

"Oh sla-"

Before she could even finish her curse, the craft was sucked through the dark hole and went into a rapid spin, causing her to lose control. Panicking, she realized the set coordinates on the transwarp drive were changing. Her fingers flew to the controls and she tried to change them back, but could only punch in a few numbers before the spacecraft bucked violently, causing the safety restraints holding her to her chair to snap.

She screamed as she flew across the cockpit, hitting the wall behind the command console and sliding to the floor. Before she could try to regain her footing, the blank white of hyperspace disappeared from the monitors and the familiar black of normal space filled the viewscreen.

The spinning ceased and the craft steadied automatically.

A2V returned to the control seat and checked the coordinates on the transwarp drive. They were completely unfamiliar to her.

She let out a string of the vilest curses she had learned in the mines and slammed the flat of her hand against the offending device. It blipped once and let out a shower of sparks, causing her to recoil. When the sparks faded, A2V could easily see that the transwarp drive was slagged.

"Great."

Fighting the urge to cry, she put her head in her hands and darkened her optics. Just then, another alarm went off overhead.

"Warning. Large obstruction in grid Zeta, three hundred meters and closing," the feminine voice of the computer intoned calmly.

A2V's optics flew open and she saw it: a huge chunk of space junk headed straight for her! Now that she looked, she realized there was slag floating all over the place! It looked like the remains of a space port that had recently been blown to the Pit.

Grabbing the navigation wheel, A2V banked sharply to the right, weaving between the hunks of metal and other strange materials. Just as she thought she was clear, the alarm went off again.

Before she could react, she heard the unmistakable scrape of metal against metal and the ship jerked to the side. Fighting to stay in the command chair without restraints, A2V realized that she was getting pulled to the right. Her first panicked thought was that it was a Marajan pursuit ship's tractor beam, reclaiming her for the mines. But as the nose of the spacecraft rotated to face the source of the pull, she realized it wasn't a tractor beam at all, but gravity. She wasn't sure how she hadn't noticed a gigantic blue and green planet before, but now it filled the whole screen, its atmosphere pulling her toward it like a nail to a lodestone.

As the ship accelerated steadily toward the surface of the unknown planet, the cockpit started to heat up very rapidly. The ship was burning up! She was going too fast!

A2V searched the command console for anything that could slow the vessel down, and found only the _Landing_ button. She punched it with a shaking finger and the air breaks released. The craft pitched violently from side to side as the brakes fought to slow it down. It helped a bit, but after a few moments the friction caused them to incinerate. Though she was falling slower than before, she was still falling. The ship's alarm systems wailed in her audio sensors, mocking her.

"How could you have thought that you'd escape alive?" they seemed to jeer, "You who are fit to be nothing more than a slave? Now you will be die for your few moments of freedom, and you will never find your family. You will never be anything but a slave and, for a few moments, a renegade. You have failed…"

"…failed. Repeat, all systems failed. Emergency powerdown commencing. Impact in twenty nanokliks," the computer stated as the cockpit lights blinked out, casting A2V into darkness.

A2Vshut her optics. She was a failure. She was going to die. As she braced for the final impact, she was grateful that at least she would die a free 'bot and not a worthless slave.

The flashing of the alarm and the bleating of the computer had ceased, and the only sound was the rushing in her audio sensors as the ship closed the distance to the surface of the planet. She felt the impact, felt herself being lifted into the air, felt herself hitting metal and going through it. Then she felt the cool bite of night air on her metal as it rushed by her, felt the sting of something - water?- hitting her shell and smelled the rich scent of the forest before she hit the ground with a sickening crunch and felt no more.


	2. Neutral

Wrath of the Femmes

Chapter 1: Neutral

Blackarachnia stared morosely out at the dark valley as rain ran in rivulets over her armor. She loved the cool, cleansing feel of the water on her metal, loved hearing the rhythmic pitter of raindrops on the many leaves of the forest below.

She shifted slightly on the rock ledge that had become her haunt over the last few weeks. Lately she had become more and more uncomfortable within the confines of the Predacon base, and had sought the wilder comfort of the outdoors. Maybe it was the tension that was constantly tainting the air between all members of the team. Maybe it was the new way her 'comrades' looked at her; the predatory glint in their optics as they looked her over far too closely.

She shivered. It wasn't like she couldn't protect herself if necessary, but no femme wants to be in a pit of males and looked at like that every waking moment. Especially by someone as insane and merciless as Megatron. Or….

Blackarachnia gritted her teeth. Or Tarantulas. Only recently had she been able to free her mind of that maniac, and she still awoke at night from terrible nightmares left from his occupation. The worst part had been that the connection had worked both ways. Not always, but sometimes when they linked she had caught a glimpse of what lurked in that ugly, scheming head of his. Now that was the stuff nightmares were made of.

Despite the warmth of the summer night, the spider-bot shivered again. Sometimes she really wished she were male.

It was then that she heard it: the unmistakable whine of a heavy object falling through the air at high speed. Confused, she raised her optics to the sky. She had thought all the Maximal stasis pods had fallen from orbit with the destruction of the alien Planetbuster machine.

Then she saw it. It was maybe six times the size of a stasis pod, and a completely different shape. She zoomed in on the craft and identified it as a spaceship of some kind. It was like no other ship she had ever seen, Maximal or Predacon. It was rounded in structure, with small, almost comical wings on each side that were currently aflame with friction.

Narrowing her optics suspiciously, Blackarachnia tapped the comlink on her arm.

"This is Blackarachnia to Predacon Base. Anybody there?"

"I'm here," came the familiar clipped tones of the Predacon leader, "where are you?"

"Sector Gamma, coordinates 5-7-3," she replied automatically. "There's some sort of ship coming in for a crash landing a few kilometers away, coordinates 5-8-9."

"There's nothing on the scanners. Besides, all the stasis pods crashed after that transwarp explosion. Are you sure it wasn't just a trick of the storm?"

Blackarachnia clamped her mouth shut to keep from snapping at Megatron. There was no sense in angering him, especially because this_was_ a strange situation. Why hadn't the scanners picked up the ship's energy signature? Or the pilot's? Every Maximal or Predacon had a traceable energy signature. Unless of course the pilot was offline.

"No, there's definitely something there," she replied with calculated politeness, "and it isn't a stasis pod. It looks like a ship, but it's like no ship I've ever seen before. Do you want me to investigate?"

"No," he snapped back quickly. Too quickly? she wondered. "No, Quickstrike and Inferno are closer. You should report back to base. Megatron out."

With that, the comlink went dead.

"Asshole," Blackarachnia muttered, getting to her feet. She was going to go and investigate that spacecraft, whether he liked it or not. She had a funny feeling about it that she wasn't sure she liked.

Reverting to beast mode, she scuttled down the cliff and into the jungle valley below.

* * *

Cheetor wasn't too fond of patrol duty, especially at night, but it did have its perks. Like being able to test out his new transmetal form. It had been two weeks since he had been reformatted, and he still didn't know everything he could do. 

He was in the air when he saw it. The fireball went zooming over his head, causing him to hit the ground hard and cover his head with his metallic paws. He looked up in time to see the spacecraft land in the jungle a few kilometers away, cutting a swath into the foliage and igniting a few nearby trees.

He decided not to worry about a wildfire. The rain that was pouring down around him would take care of it in a matter of cycles. Instead, he radioed the base.

"Yo, this is Cheetor. Anybody home?" he said into his comlink.

There was a sound of a snort from the other end, then Rattrap's wheezing voice came over the line.

"Whaddya want kiddo? Can't a 'bot get a little shut-optic around here?"

"Rattrap, you're supposed to be on monitor duty all night," Cheetor reminded the older Maximal.

"Yeah, yeah, just spill it. What's got your tail all in a twist?"

"It's a ship. It just crashed in Sector Gamma, coordinates…." Cheetor's optics zoomed in on the landing site in order to get a reading, "5-8-9. It's big, but I don't recognize it. I've never seen anything like it before."

There was a crackling sound on the other line, and a whined protest.

"Rattrap?"

"Cheetor. What's wrong? Rattrap said you found something."

It was Optimus.

"Hey Big-Bot," Cheetor greeted his commanding officer, "It's a spaceship of some kind, one I've never seen before. It's shaped kinda weird...I can't get a good visual. I've gotta get closer."

There was a pause from the other end, and Cheetor could hear some low conversation. Then Optimus' voice came back on the line.

"We can't pick it up on the scanners. The ship doesn't seem to have a traceable energy signature. Rhinox managed to get a visual based on your coordinates, and it looks like there is something there, but without an energy signature…."

Cheetor knew what the Maximal leader was getting at. If the ship had no energy signature, then whoever piloted it was either badly damaged…or dead.

"I should probably go check it out then," Cheetor suggested after a moment, "In case there are any survivors. Or salvageable parts."

Again, there was a pause.

"Fine. Go check it out, but remember that you might not have been the only one to see it. The Predacons are probably on their way. Call for backup if you need it. Optimus out."

The comlink went dead, and Cheetor looked out at the hulking shadow of the spacecraft over the smoldering trees.

Surprised and pleased at the new trust Optimus was showing in him, Cheetor ignited his jets and took off in the direction of the downed vessel.

* * *

The darkness receded slowly. Every inch of her body ached, and there was something wet in her eyes. In fact, the wetness covered her. The ground she was on was soft and sort of squishy, and felt awfully good. 

Just then, noise interrupted her muffled thoughts. It was a strange kind of noise, one she thought she should recognize. She snuggled deeper into the cushy ground, determined to ignore it. It was so comfortable....

Just then, something poked her side. Reality came rushing back: the slave compound in flames, stealing the Marajan spaceship, getting caught in that transwarp hole, then spinning out and crashing on this unknown planet. She remembered thinking she had failed before hitting the ground.

But she was still alive! She hadn't failed after all! She had another chance to reunite with her family, if ever she could find a way off this rock.

Just then, the noise came again. This time she recognized it as speech.

"'T's a good thing this here groundcover was there to break her fall, otherwise she's be a goner for sure."

"Yes, how fortunate. Another soldier for the colony!"

"Yeah, sure. Hey, look, she's wakin' up!"

'Slag', 29-A2V thought sourly. They had noticed her moving. Well, there was no use pretending anymore. She opened her optics and saw….

Two male bots, one small and another large, and both hideously disfigured. They had what appeared to be organic material comprising their armor in odd places. One of them was huge and resembled a large red insect. The other was smaller and appeared to have two heads, one on his neck and the other mounted on his arm!

She screamed and curled up on herself in terror. These males were surely mutants, sent by the Masters to take her back to her life as a slave!

One of the males, the one with two heads, prodded her with his foot.

"Well would ya lookit thet! She's all scared of ya!"

"Yes," agreed the other in a deep voice, "a small weak drone. Perhaps we should simply dispose of her. She will be of no use to the colony."

"Now, who's to say thet?" the first one argued, staring down at A2V with a very unsavory glint in his optics. "I'm sure once we fix 'er up she'll be itchin' to help us."

The red 'bot didn't seem to get what Two-Heads was saying, but A2V did. She had seen the same glint in the optics of the Masters often enough, and more than once it had led to her being used. That was what she had hated the most about being a slave. She could handle the beatings, the torture and the backbreaking work in the mines. But she had always loathed and feared being violated in such a personal way.

Trying her best to look defiant, A2V decided to bring attention to the fact that she was listening to every word Two-Heads was saying about her. He had the grace to look faintly embarrassed as she sat up, holding her pounding head. He knelt down to her optic level and reached a hand to her shoulder, but she jerked away. She was panting, both from fear and from the pain that tightened its hold on every bolt and hinge in her body.

Two-Heads' optics softened slightly when she recoiled from him, but he got right down to business.

"So," he snapped briskly, "are you a Maximal?"

A2V frowned. She didn't know what he was talking about, though the word 'Maximal' rung a faint bell in her mind. She couldn't shake the feeling that she had heard it somewhere before.

Not wanting to appear ignorant by asking what exactly a Maximal was, she shook he head and regretted it as pain blurred her vision.

"No, I'm not," she replied, suddenly hating the hoarse tone of her voice and the way it trembled with exhaustion and fear. This was not the time to appear weak.

Two-Heads looked visibly relieved and glanced up at Red for a moment before refocusing on A2V.

"You're a Predacon then?" he continued, though it was more a statement than a question.

Again, that faint feeling of recognition, but nothing more. "No, I'm not," she repeated.

"You're not?" Two-Heads sounded scandalized. "But ya gotta be! Ev'ryone knows a 'bot's gotta be one or the other! I mean - hey, wait! You wouldn't happen to be one of them old Decepticons, would ya? Or an Autobot?"

These words A2V was sure she had never heard of before.

"No," she denied firmly, "I'm not any of those. I'm just a-"

But she broke off. She couldn't tell these males that she was a slave. They already regarded her as prey, and telling them she was nothing more than a common mine slave would all but invite them to abuse her. Besides, she was sure that the Masters would be looking for her. If they somehow came upon this distant planet, she was not going to make it easy for them to find her.

"-A neutral party," she finished, trying to sound convincing. "I'm neutral, not one nor the other."

Two-Heads looked confused. He looked up at Red again, seemingly lost for words. Then he shrugged.

"Heck, just 'cause I never heard of it don't mean it ain't possible. Here sugar, why don't ya let me help ya up?"

He thrust out his left, thankfully headless hand for A2V to take, and after a brief hesitation she took it. She hated appearing weak, but she seriously doubted that she would be able to stand up on her own.

'What's yer name, sugar-bot?" Two-Heads asked her once she was on her feet. She swayed only once before planting her feet determinedly and stepping away from his too-eager embrace.

"I- "

Once again, she stopped to reconsider. She couldn't tell these 'bots that she had no name, lest it mark her as a slave and therefore a liar. She could see now that these were warrior 'bots, and heavily armed, so she didn't want them angry with her.

"I don't remember," she finished. "I don't remember my name."

Two-Heads was undaunted by this. "Well, we'll see about gettin' you a new one once you're all repaired. Name's Quickstrike, by the way, and thet there's Inferno. Just let me contact the base."

"Base?"

But he didn't appear to hear her. He turned away to speak into the communicator on his chest. A2V glanced over at Inferno. He was staring at her in a way that made her very uneasy, and she shivered.

Concentrating instead on what Quickstrike was saying into the communicator, she heard the tail end of his sentence.

"...bring her in to get reprogrammed."

"Whoa!" she yelled loudly. Quickstrike spun around, a startled expression on his misshapen face.

"Reprogrammed? I don't think so." A2V hated the hysterical edge to her voice, but she couldn't correct it. That made her angry with herself, and that in turn made her angry at these males. "You're not tinkering with my circuitry, thanks, I don't care who you are. I am _not_ your toy and I will _not_ stand by and be manipulated!"

Before she could stop it, she felt the power rising. She wasn't sure if her outrage was justified,but she didn't care. She wasn't going to let males play with her any more. No more-

"No!" she cried out loud and threw her arms out in front of her. Before she knew what was happening, the power surged forward into her hands and shot outward with a blast like a lightning bolt. When she lowered her shaking arms, Quickstrike and Inferno lay lifeless on the ground in stasis lock.

'What have I done?' she thought frantically, staring down at her hands, 'What is happening to me?'

* * *

Cheetor couldn't believe his optics. Not only was the pilot of the downed vessel alive and functional, she was already engaged with some Preds – and winning! Cheetor watched from the shadows of the forest as this new femme raised her arms as if in protection, only to unleash what looked like a pulse of energon discharge at the Preds. 

'Ouch,' he thought with a mental grimace, 'Having that much buildup in her system has got to be doing a number on her vital circuitry.'

After crawling a few meters away, Cheetor activated his comlink. The first signs of daylight were appearing over the eastern horizon, and the forest's night shadows wouldn't conceal him for much longer.

"Cheetor to base," he whispered, "come in Maximal base."

He jumped at the sound of Silverbolt's loud, filtered voice. "This is Maximal base. What is happening out there?"

"Shhh," Cheetor hissed, "Gotta keep it down. I found that ship, and the pilot. She seems fully operational, but pretty beat up. Weird thing though - it looks like she's suffering from major energon buildup; she just took out a couple of Preds with an energon discharge the size of a cannon blast. But I thought all the energon around these parts was stabilized?"

There was silence on the other end. A few moments passed, then Rhinox's deep, soothing voice came on the line.

"An energon discharge, you say?" the scientist grumbled, the closest the big guy could get to a whisper. "That doesn't seem possible."

"I'm tellin' ya," Cheetor hissed back, desperate for the others to believe him, "It was huge! She was being bullied by a couple of Preds and she was scared out of her mind. She raises her arms and WHAM, this big bolt of energy comes out of her hands and zaps 'em. It was kinda cool, actually."

There was a short pause, and Rhinox grunted.

"Optimus says to try and talk her into coming back to base. She's probably disoriented and terrified, if she's already dealt with the Predacons. Make sure she understands you mean her no harm. Rattrap and Silverbolt are on their way."

"Right," Cheetor replied softly, "Cheetor out."

He turned off his comlink and stood, taking a deep breath. Smoothing back his nonexistent hair in a nervous gesture, he sauntered from the shadows to the edge of the clearing that the strange ship had come to rest in. Making sure the femme could see him, he stepped slowly and purposefully out of the underbrush.

She gasped in shock. "Not another one!" she cried, holding one of her thin arms towards him as if in warding. Blue-white light scintillated around her long, pointed fingers as she snarled at him warningly.

Cheetor took a step back, automatically raising his arms in surrender.

"Whoa, whoa," he soothed, "it's okay. I'm not gonna hurt you. I'm not one of them." He nodded toward the fallen Predacons. "I'm here to help."

The pilot narrowed her large, round optics suspiciously and didn't lower her arm.

"Help me, huh?" she croaked. Her voice sounded like she hadn't used it in a while, and she was probably in a lot of pain. Besides the energon buildup that was probably shutting her down from the inside out, the femme had some wicked looking scars and burn marks all over her, probably from the crash. She shook slightly, and when she shifted on her feet she swayed with exhaustion. The fact that she was still upright said a lot about how tough this little femme was.

And she _was_ little. She was even shorter than Rattrap, and had the barest minimal armor Cheetor had ever seen. It was more like skin than armor, and it was the mottled black and grey of deep shadows. She was terribly thin but toned, as if she was used to hard physical labour. She was also – Cheetor felt his face warm and quickly averted his eyes – very blatantly female. She didn't appear to have any weapons besides the energy still dancing around her hand.

"Yeah," he affirmed, turning on his most charming smile. "I'm here to help you."

Her optics softened a bit, but she kept her arm up. Looking closely, Cheetor noticed it was shaking.

"Good," she snapped, "then how about answering some questions? First off, who are you? Secondly, where the Pit am I? And thirdly, what in the great Matrix is going on around here?"

Despite the obvious strain, her tone managed to be commanding and pleading at the same time. That said a lot.

Cheetor kept up the smile, arms still raised above his head. "I'm Cheetor," he replied, "and I'd like to answer the rest of your questions, but I'd be a bit more comfortable if you just, uh…." he motioned at her arm by tilting his head.

She hesitated for a moment before dropping her arm to her side, intense relief visible on her face. It had obviously been a strain to hold it up that long.

Cheetor lowered his own arms slowly and deliberately, keeping his optics focused on her hands. The sparking energy had faded, but he wasn't going to take that for granted. When he was fairly sure she wasn't going to attack him, he met her gaze.

She regarded him as a mouse would a passing cat: wary and ready to bolt if he should make a move. Dawn was coming quickly, revealing even more scars and burns across her tiny façade.

"Uh," he stammered, "maybe we shouldn't be out here. It's getting light out, and it looks like you took a beating in that crash. Whaddya say I take you back to the Maximal base and we can see about getting you repaired okay that's fine if you don't want to we can just stay here."

Upon his suggestion of leaving she had immediately turned on him, both hands blazing.

"I'm not going anywhere," she rasped, then took a deep calming breath in response to his hurried correction.

"Just answer my questions."

"Okay. Have a seat," he suggested, flopping down on the cool ground. The rain was letting up, and the ground cover was delightfully soft.

She regarded him warily for another moment before slowly and stiffly following suit. She tucked her knees up under her chin and pinned him with her wide, dark brown optics.

Cheetor diverted his gaze from her unnerving stare. There was pain in her optics, and blatant fear. This femme obviously had some harsh stories to tell. But that could wait for later, once he convinced her to come back to base for repairs. But first he owed her some answers.

"I might as well start from the beginning," he sighed, and launched into a very brief version of everything that had happened since the beginning of the Beast Wars.

He had barely begun when he heard the telltale howl announcing the arrival of backup.

'Slag,' Cheetor thought frantically. He had forgotten Silverbolt and Rattrap were on their way! He hadn't told the new femme that he was expecting company. When they suddenly showed up she would probably be spooked and either bolt or blow them all to scrap!

Cheetor thought desperately of something he could do, but he was too late.

Silverbolt came in for a fast landing in the clearing, skidding to a halt on the slippery undergrowth. Rattrap clung to the fuzor's back, holding on for dear life and muttering something about rats not being able to fly for a reason.

Cheetor turned toward his fellow Maximals, meaning to introduce them to the new girl, but stopped dead at the look on Rattrap's face.

Swinging back to face the new femme, Cheetor saw the cause for his friend's distress. The tiny 'bot was pulsing with energon buildup. Not just her hand, but her entire body was throbbing with suppressed energy and burning rage.

"An ambush!" she cried before Cheetor could open his mouth to explain. "You tricked me! You said you were different! But all males are the same, aren't they? All they ever want is to control, control. I will _not_ be controlled!"

Cheetor's optics widened. He heard Silverbolt's hurried protest and Rattrap's curses before there was a brilliant flash of light and he was swept away in a white-blue tide.


	3. Fleetshade

Wrath of the Femmes

Chapter 2: Fleetshade

29-A2V swayed violently and toppled as she felt the last of her strength leave her. The energon buildup within her was completely gone, and with it went the last of the desperate strength she had mustered for her escape. She was left drained and devastated.

What was happening to her? The power to release the energon buildup inside her had been the discovery that had set her and the other slaves free. She had only hoped for it to work once, but now that she had opened the door it seemed to have gained a mind of its own.

She couldn't control it any more than she could control her raging emotions, and she could only pray that she hadn't permanently damaged Cheetor and his two companions. They had done nothing to threaten her, but her mind had jumped to conclusions and so had the energy inside her. She hadn't meant to harm anyone. She hated the idea of harming someone unless they deserved it, having endured so much of that kind of pain herself. But why hadn't Cheetor told her that there were more of them coming? He hadn't looked surprised to see those others, so had he truly been tricking her? Who could be trusted?

She didn't want to think about it anymore.

A2V felt the darkness pressing in on her again. She was exhausted and badly damaged, but she couldn't let herself rest. There were enemies on this planet: the Maximals and the Predacons.

A2V remembered now where she had heard those names before. They were the infamous warring factions of Cybertron, a distant planet inhabited solely by Transformers. On the peaceful colony of Bedon, A2V's childhood home, the Great War and the bickering that had come after had been portrayed as a foolish travesty of what being Transformers was all about.

And now it seemed A2V had fallen inadvertently into the middle of it.

Well, one thing was for sure: she wasn't getting involved. There was no way she was allowing herself to be persuaded into fighting - for either side. It wasn't that she wouldn't fight for what she believed in. Her history simply had no part in their ancient dispute and therefore it was wrong for her to be involved in their war. Somebody had told her that a long time ago. Her mother, perhaps.

A2V wondered where her mother was right now, if she was even still alive.

"I'll find you," she whispered, fighting her body's urge to go into stasis. "I'll find you wherever you are, and we'll be a family again. This I promise."

* * *

Blackarachnia shifted slightly in her crouch, stretching her eight legs one at a time. She had arrived in time to see the pilot of the downed spacecraft freaking out and blasting Inferno and Quickstrike with a huge energy beam. 

The she-spider had decided it was best to watch from a distance, and had hidden herself in some ferns. From this vantage point, she had watched the new femme take out some Maximals as well, then fall to the ground, obviously depleted.

"This new girl's got some mean firepower," Blackarachnia muttered to herself, "and what's more, she doesn't have a Maximal or Predacon energy signature. How can that be? Unless she's hiding it. A spy maybe? Hmmm.…"

Blackarachnia's optics swerved from the fallen form of the small femme to the smoldering remains of the crashed ship. The construction wasn't familiar to the Predacon, and she took a moment to study it.

It was egg-like in shape, the cockpit a bit more sharply pointed than the aft. Its short, goofy-looking wings had been completely incinerated in the crash, but the main body of the craft looked intact, though scorched. The ship was obviously built to be tough as well as fast. There were no visible weapons. Probably had a transwarp drive. A transport vehicle, Blackarachnia decided.

'Note to self,' she thought, 'be the first one to investigate that thing's remainsonce it cools off.'

It was getting lighter out by the second, and looking to the sky Blackarachnia noted that the rain clouds were clearing. It would be a clear, sunny day. Her optics then shifted back to the unmoving form in the clearing ahead.

Who was this girl? She displayed no energy signature or allegiance and piloted a foreign spacecraft. She refused to be taken by either side, and seemed genuinely terrified and confused. She had minimal armor and didn't appear to have any weaponry other than those bursts of energy. Was she really a spy? If not, then what was she?

Blackarachnia thought back to the girl's attacks. She obviously harbored a massive amount of energon buildup, but that in itself was odd. All the energon deposits around this area of the planet had been stabilized or destroyed in the recent alien attack. Unless the girl had carried the buildup from wherever she'd come from. But that was impossible! The continuous energy buildup would have surely killed her! Blackarachnia shook her head, bewildered.

Then again, the new femme seemed able to store the energy and fire it off with little or no damage to herself. Blackarachnia had heard of such things happening to 'bots that had been continuously exposed to large amounts of raw energon over long periods of time. She had thought it just a myth, but if it was true and this mysterious femme held such a power, she wouldn't need weapons to destroy an entire base!

Blackarachnia stewed over this thought. This new kid could wipe out the Maximals or the Predacons in one fell swoop if she wanted to. She would be a powerful ally or a dangerous enemy. That meant Blackarachnia had to get this girl on her side before Primal or Megatron got to her. And the first step was to get her away from this clearing.

The tiny 'bot still hadn't moved since she had collapsed, so Blackarachnia assumed she was in stasis. Taking a deep breath, the she-spider scuttled from the underbrush and into the clearing. Transforming to robot mode as silently as she could, she crossed the distance to the new girl's prone form.

At close range, Blackarachnia could see clearly the scars and burn marks covering the stranger's body. The Predacon winced; not all of those scars were fresh. This kid had been sorely abused, and from the looks of it, more than once.

As she crept cautiously closer, Blackarachnia heard the girl mutter something under her breath. The words couldn't be made out, but they caused the she-spider to freeze in mid-stride. Was the girl still awake, or merely dreaming? Only one way to find out, she thought wryly.

Biting her lower lip nervously and hoping the girl had run out of firepower, Blackarachnia took another step forward and placed a tentative claw on the newcomer's shoulder.

Immediately, the small femme reacted. She screamed hoarsely and her optics flew wide as she rolled over to see Blackarachnia standing above her. She screamed again and dragged herself backwards along the ground, terrified optics fixed on the spider-bot.

Blackarachnia cringed at the noise the kid was making, but said nothing. Instead, she decided to play it cool, cocking her hip and smiling down at the stranger.

"Do I look that bad?" the she-spider remarked casually. "Granted, I'm not a morning person, but cut a girl a little slack, will ya?"

The newcomer's optics widened more, if possible, then narrowed.

"You're a femme!" she blurted. Obviously this made a difference. The girl visibly relaxed, and some of the fear left her expression. Blackarachnia's smile faded.

"Yes, I'm a femme," she mocked, "but that doesn't make me any less dangerous! I could be here to blow your neurons out, and you let your guard down because we're the same _gender_? Girl, I don't know how you've survived this long," Blackarachnia found herself scolding. If this kid was going to make it around here, she had to learn not to trust anybody.

The fear was back in the newcomer's dark optics.

"Are you going to kill me?" she whispered, barely making a sound.

Taken aback at the sudden sadness in the girl's optics, Blackarachnia relented. She shook her head.

"Lucky you, I'm not. In fact, I'm here to help you." The new girl grimaced.

"I've heard that before."

'Slag,' Blackarachnia thought, 'I shouldn't have used those words.'

"Yeah, well this time it's true," she insisted blithely, taking a step forward. She held out a claw to help the girl up.

The kid took it with an annoying amount of trust. Did she not learn? Nobody could this naïve, Blackarachnia thought, not even that Maximal Silverbolt!

She hauled the kid to her feet and introduced herself.

"The name's Blackarachnia. And you are.…?"

"Ummm...that's the thing. I don't remember."

There was a hesitation there. Instinctually, Blackarachnia knew the girl was lying. But she went along with it.

"That's a drag," the spider acknowledged, "I didn't have one when I got here either. One more thing we have in common." Blackarachnia accompanied this comment with a guileless grin.

The girl nodded distractedly, looking Blackarachnia over from head to toe.

"So which are you?" she demanded abruptly, "Maximal or Predacon?"

Slightly taken aback by the pointed question, Blackarachnia considered carefully for a cycle before responding.

"Technically, I'm a Predacon. But lately I haven't been a very good one." She sighed dramatically. "To tell the truth, I'm not really too impressed with either side." There. That was generic enough. Let the kid find her own meaning in it.

The newcomer considered this. "Then you won't force me into getting reprogrammed?"

"Absolutely not."

Another pause, then a nod. "Okay. One more thing. What's with all this organic armor you 'bots have? I've never seen anything like it before."

"What, this old thing?" Blackarachnia commented, examining the 'leg' machine guns mounted on her arms. "It's a side effect of a feature we had to use in order to protect us from this planet's energon fields. See? Beast Mode!"

The familiar grinding of gears was heard as Blackarachnia reverted to her spider form. The new girl gasped and took a few steps backward.

"We each took on an alternate mode that resembles a local life form in order to protect us from radiation," Blackarachnia explained, raising a dainty leg for emphasis, "but I guess you don't have that problem, do you? What _is_ your alt mode, anyway?" She stopped to consider. "Or do you even have one?"

Again, the girl paused before responding. She obviously wasn't used to lying, Blackarachnia realized with some amusement. Well, that would have to be her first lesson.

"I- I think I did at one point," the small femme stammered, "but I don't remember what it is. I haven't needed one for a long time."

Pushing aside her curiosity as to why and where a 'bot wouldn't require an alternate mode, Blackarachnia transformed back into robot mode and looked the newcomer over carefully.

"You need a beast form too," she decided, but the girl shook her head.

"No, I don't. You said it yourself; I'm not affected by energon radiation."

"Not to protect you from energon radiation," Blackarachnia shot back, being painfully blunt, "To protect you from the rest of the 'bots on this crazy planet. They'll be after you, you know. This is war, and when you refuse to take sides in a war, you become a target."

The newcomer's eyes widened with terror. Blackarachnia hated to use the fear card so quickly, but it was necessary to get the kid to listen. And it was true.

"But," the spider-bot continued, taking advantage of the kid's fear, "you don't have an energy signature, and if you were able to blend in with the local wildlife you'd be virtually undetectable. What do you think?"

The small femme seemed to be fighting some internal battle. Finally, she nodded.

"Do it."

The she-spider nodded briskly. "Good," she said, "Just hold on a sec while I scan for you…Computer! Scan area for life forms."

"Acknowledged. Complying."

A beam of green light shot out of Blackarachnia's chest and spread, sweeping over the surrounding forest.

"Life form detected," her internal computer stated tonelessly.

Blackarachnia strode forward and took the newcomer's small hand in her claw. The kid tried to pull away, but Blackarachnia held her firm. The spider had never done this before, and she hoped it worked.

'I'm going to need to access your core," she said softly. "Just for a few nanos."

The girl hesitated. In the end, fear of the unknown enemy overcame her nervousness about Blackarachnia.

"Okay."

"Good girl," Blackarachnia enthused. "Now look at me."

The girl, whom Blackarachnia had considered small, barely had to look up to make optic contact. This shocked the she-spider. She realized the newcomer just appeared smaller because she was so obviously exhausted and terrified. Blackarachnia wondered for the first time how much younger this girl was than herself.

"Computer," Blackarachnia ordered, "transfer data and instructions."

"Complying."

Blackarachnia's optics suddenly turned bright green and a beam of light shot from them, connecting with the new girl's dark brown ones. The life form's DNA signature and the beast mode program were instantly transferred. When it was done, Blackarachnia stepped back, triumphant.

Standing before the spider-bot, trembling on her four spindly legs, was a young doe. The deer gasped and looked down at herself, then took a few wobbly steps forward.

"Dear Primus!" the newcomer exclaimed. Blackarachnia wasn't sure if it was the continued use or the new programming that cleared the croak from the girl's voice, turning it high and melodious, but it was a pleasant change. The kid also seemed to have a slight accent, a tiny hint of a lilt.

Blackarachnia smiled. "It's perfect for you. Now let's get out of here before reinforcements arrive to take care of these."

She gestured to the fallen Maximals and Predacons before leading the way out of the clearing.

* * *

Megatron, the esteemed leader of the Predacons and intergalactic fugitive, slammed his fist into his command console in frustration. The screen cracked, but held. 

Pressing the comm. button on his control chair, Megatron tried once again to contact Quickstrike. Upon receiving the same static he had for almost ten cycles, he tried Inferno. Static once again met his audio sensors and he snarled.

Some time ago, Tarantulas had received half a report from Quickstrike. The fuzor had reported the fallen spaceship – and its pilot – to have survived the crash. He had also mentioned that the pilot didn't appear to have an allegiance, and had been halfway through suggesting he bring her in for reprogramming when the link cut out. A few nanos later, the entire scanner image of Sector Gamma had erupted into static. Tarantulas, the treacherous creature, hadn't bothered to mention this to anyone until Megatron had noticed the blank spot on the long range scanners almost a megacycle later.

Megatron had tried a few times to regain radio contact, but there was some sort of interference. The Predacon leader assumed the two units were offline. And then there was the interference itself to wonder about. The last time something like this had happened, it had been due to heavy energon radiation. But that shouldn't be happening now, when all the area's energon had been either stabilized or destroyed.

And now, because of this odd anomaly, Megatron had no way of knowing if the Maximals had made it to the crash site yet. Which meant he had to hurry.

The Predacon leader felt familiar rage boiling up, but he simmered it and took a deep breath before summoning Waspinator and Tarantulas to him. Why, oh why did he have to be surrounded by idiots?

Within a few nanoklicks, Waspinator's buzzing could be heard. As soon as the insect-bot came into sight, he was followed by the appearance of Tarantulas zooming forward on a hover board.

Much as Megatron despised having to work with the arachnid, it was necessary for the moment. The Predacon leader simply didn't have the numbers to get rid of the scheming spider just yet. But as soon as he had this new female within his ranks….

Megatron entertained himself for a few nanos imagining what he would do to Tarantulas when the time came. But then his troops were upon him. Waspinator stood at attention in midair, awaiting his orders. Tarantulas merely stood slumped on his hover board, arms crossed across his transmetal chest.

"What do you want now?" the arachnid snapped. "I'm busy!"

'I'm sure,' Megatron thought dryly before choosing to ignore the scientist's rudeness. He clenched histyranasaurus head instead, imagining Tarantulas' throat between its jaws. But time enough for that later. Right now he had to move fast, before the Maximals figured out what was going on.

"I have an assignment for the both of you," Megatron stated, shooting Tarantulas a warning look. "I have so far been unable to contact Quickstrike and Inferno. I want you two to go to the last coordinates they reported from and search for the pilot of the crashed ship. Bring her back here alive, preferably with minimal damage. Oh, and do try to find Quickstrike and Inferno while you're at it, yesss."

Waspinator saluted and flew off without a word. Thank Primus for small miracles, Megatron thought. He didn't have the patience for the insect's bumbling right now.

Megatron looked down and saw that Tarantulas was still there, muttering to himself. He had taken to doing this lately, and it irritated the Predacon leader no end.

"What are you waiting for?" Megatron bellowed. "Get going! The sooner we have a new soldier, the better off we'll be!"

As Tarantulas hovered off, still mouthing silently to himself, Megatron allowed himself a small smile.

"The better off I'll be, yesss. But, sadly, the worse for you."

With that, Megatron punched the comm. button on his console again, this time on a different frequency. Blackarachnia had been ordered back to base megacycles ago, and she was still nowhere to be found. The scanners weren't picking up her energy signature, and there had been no radio contact.

"Megatron to Blackarachnia," Megatron snapped into his comlink. "Where the Pit are you?"

* * *

A2V paused and leaned over the puddle made bythenight's rain, examining her new reflection. This animal, Blackarachnia told her, was a deer. It was lithe and swift, small and graceful. It was also amazingly agile and had an excellent sense of smell and hearing as well as fast reflexes. It was perfect. 

Blackarachnia, in robot mode, paused up ahead and turned back. When she saw what A2V was doing, she smiled and backtracked to stand beside the doe.

"Have you thought of a name?" the spider asked.

A2V shook her head. She knew she had had a name of her own long ago, but she couldn't remember it.

"Hmmm…well, around here most of us base our names on our beast modes," Blackarachniasupplied. "Maybe we can find something that way. C'mon, let's keep moving. The further you are from that clearing, the better."

A2V nodded distractedly. She hadn't wanted to leave the ship, but Blackarachnia had insisted that she would take care of it. A2V had to get away as quickly as possible, the spider had said, and then they could worry about the ship.

The pair kept walking, trudging slowly uphill through the jungle. For a few cycles neither spoke, each caught up in her own thoughts.

"I've got it!" Blackarachnia cried suddenly, causing A2V to shriek and jump a few feet in the air.

"I've got it! You're a deer, right? You're fast and intelligent, and you blend in with the shadows. So what do you think of…Fleetshade?"

"Fleetshade." A2V tried it out. It sounded – right. It was perfect!

Beaming, she said it again. "Fleetshade. Yes. That's me."

Blackarachnia smiled. "Well, Fleetshade, -"

Both femmes jumped when a strange crackling sound started coming from Blackarachnia. Fearing some new attack, Fleetshade danced backwards on her nimble legs.

"Slag," Blackarachnia grumbled, "That's my communicator. Ole Grapeface is probably wondering why I'm not back yet. Gimme a nano."

Before Fleetshade could ask who 'Ole Grapeface' was, the she-spider had turned her back and was trying to speak into the communicator on her arm. The only response was static. Fleetshade remembered the 'bot called Quickstrike using a similar device, and that it hadn't led to anything good. She watched warily as Blackarachnia let out a string of curses.

"Your blasts must have created an energon field," the spider-bot snarled, her anger not directed at Fleetshade but at the device on her arm. "I'm gonna see if I can clear it."

Without another word, Blackarachnia stalked out of the clearing.

"Oh, no you don't," Fleetshade muttered, "I'm not letting you talk to that thing when I'm not there."

She started forward on her four thin legs, wobbling every so often but pleased with how stealthy her new form was. This was an animal used to hiding from predators. Thus Fleetshade made no sound as she stepped over dripping underbrush and leaped over fallen logs in her pursuit of the Predacon femme.

A few nanoklicks later, Blackarachnia let out an "Aha!" of triumph. Coming up behind her, Fleetshade noticed the spider-bot made no attempt to hide what she was saying. That was a mild comfort, and showed that whatever Blackarachnia had to say, A2V could hear it too.

"Blackarachnia to Megatron. Do you read me?"

The comlink crackled to life, and this time a deep, booming voice could be heard coming from it.

"Finally, a response! Where have you been? I've been calling you for the last five cycles!"

"Cool your circuits," Blackarachnia snapped, rolling her optics. "I ran into some weird energon storm and – " The she-spider waved her claw to silence Fleetshade as she tried to interrupt. 'He can hear you,' Blackarachnia mouthed silently. Optics wide, Fleetshade nodded her understanding and fell silent.

"-And the comlink wasn't working. What's up now?"

"That ship you saw. Quickstrike and Inferno found it, and it seems the pilot is alive and functioning. They were about to bring her in when their transmissions stopped and all communication to that Sector was somehow cut off. I have no way of knowing if the Maximals have arrived on the scene, but we can't let them get to that pilot before we do, nooo. Since you're fairly close, have a look around. Tarantulas and Waspinator are on their way. If you encounter our pilot, stun her and hold her until they arrive. If you run into any Maximals, dispose of them. Do I make myself clear?"

"Yes, Megatron," Blackarachnia responded in a singsong voice, catching A2V's optics meaningfully. "I'll get right on it."

The comlink clicked off. Blackarachnia raised her optic arches at A2V.

"See? I told you they'd be after you. Megatron is all about control; if he can't have you, nobody will. He'll make sure of that."

"So you…lied to him? You're not going to bring me in?"

Blackarachnia's optics flew skyward again. "Of course I'm not, idiot. If I was going to, I would have done so already. But I have to get back to your ship before Tarantulas and Waspinator get there. Don't worry, it's in good hands. Err, claws."

With that, Blackarachnia winked and transformed to beast mode.

"I'll see you around, kid. Keep out of trouble. And remember, don't trust anybody."

"Except for you," Fleetshade joked. She was really starting to like Blackarachnia.

"Right," the spider responded. "We're partners now, and partners trust one another."

Fleetshade nodded. "That's right, partner."

Blackarachnia let out a small laugh and turned, heading back down the hill.

Fleetshade watched until she was out of sight, then yawned; she was exhausted. Surely she could rest now, at least for a while. She was safe. Her new friend had her back.

Bending her knobby deer knees, Fleetshade knelt in the soft moss and laid her head on her forelegs. The sun was fully up now, casting long dawn shadows over the forest and bathing everything in a soft early-morning glow. Fleetshade took a moment to marvel in the novelty of lush green life after the harsh deserts of Marajo before shutting her deer's eyes and drifting off into a deep sleep.


	4. Confrontation

Author's Note: Thanks for the reviews so far, keep 'em coming! I'm sorry this is getting off to a pretty slow start. I promise the action will start soon!

Chapter 3: Confrontation

"Nothing," Rhinox sighed, switching frequencies yet again to no avail, "I'm getting nothing from inside that energy surge. No communication coming in or out."

Optimus Primal sighed resignedly and nodded. "That's what I thought."

Optimus turned to Dinobot, his tone suggesting that he was less that impressed.

"We've waited long enough," he told the ex-Predacon. "They're not coming out. Something must've happened, and we may already be too late. I'm going in. Are you coming with me?"

Dinobot snarled softly in response. "As you stated, Optimus Primal, we may well be too late. I see no point in this foolish search, but I will accompany you nonetheless."

Optimus frowned at Dinobot's lack of optimism, but knew the warrior well enough to see the concern behind Dinobot's beleaguered expression. He wanted to make sure the others were alright just as much as Optimus did.

"I'll be here," Rhinox put in with a wry smile, "as always."

Optimus clapped his old friend on the back.

"Keep on the monitors. If you get any contact from any of them, let us know. We'll be back shortly."

Optimus didn't add that they'd be back with Cheetor, Rattrap and Silverbolt. That was still debatable.

Rhinox turned back to his monitor, understanding the message. That energon storm had come in shortly after Rattrap and Silverbolt had arrived at the crash site, rendering all communication useless. Optimus had wanted to rush in to get them, but Dinobot had held him back.

The ex-Predacon had pointed out that three Predacons had also been caught in the storm, and that it might be a trap. Optimus had argued that if it was indeed a trap, then Cheetor, Silverbolt and Rattrap were now caught in it. Dinobot had countered by pointing out that the trio had proven dozens of times that they could take care of themselves. Dinobot had suggested they wait a while before moving in.

Reluctant though he had been to sit and wait, Optimus was forced to acknowledge the logic of Dinobot's argument. They had been attempting to make radio contact with the lost Maximals for the last megacycle or so, to no effect. Optimus was getting really concerned, and could wait no longer.

Without a backwards glance to see if Dinobot would follow, Optimus made his way to the Axalon'slift and began his descent into the fresh, crisp air of early morning. A few moments later, Dinobot landed with a loud 'thump' beside him.

Optimus didn't wait for the elevator to lower entirely. As soon as he could fit through the opening, he transformed to flight mode and took off. Dinobot would follow on the ground.

"Hold on, guys," Optimus muttered, wishing he hadn't let Cheetor go off to investigate that crashed ship all by himself, wishing that he hadn't listened to Dinobot. And hoping against hope that he hadn't lost any of his comrades because of his stupidity.

* * *

The first thing Rattrap noticed was that his head hurt. A lot. In fact, most of his body hurt. 

Then he remembered what had happened.

His optics snapped open, only to be assaulted by the morning sunlight slanting through the canopy of trees. He yelped and squinted his optics shut again. He was still alive, and he was still in the forest. This was good. That meant he hadn't been captured and dragged Primus-knew-where.

Cautiously, Rattrap reopened his optics and activated his light dampers, making it easier to see through the glare. He looked around and noted that Silverbolt lay a few feet away, still out like a light. Cheetor was to the other side of the fuzor, and was also still down.

Peering in the other direction, Rattrap could make out the lumpy shapes of Quickstrike and Inferno sprawled on the other side of the scorched clearing. The usual morning jungle sounds of birds and other wildlife stabbed at his audio receptors, making his head pound even worse.

The strange femme that had attacked them was nowhere to be seen.

"Great," Rattrap muttered. "Just slaggin' great."

It was a struggle to get his transmetal rat legs under him, but he finally managed to push himself sluggishly to his feet. He figured the energon pulse that had knocked them out had left them lethargic and low on energy. Just what they needed right now.

He had no idea how long he'd been out. The sun had just been rising when he and Silverbolt had flown out to help Cheetor. It was completely up now, and probably had been for about a megacycle.

Rattrap transformed to robot mode as quietly as he could and gave Silverbolt a good shove. The fuzor groaned, muttered something that sounded like "Five more cycles…." and rolled over, almost flattening Rattrap.

Gritting his teeth, Rattrap shoved again. Harder. When this elicited no response the rodent wound back and delivered the big grey fuzor a swift kick to the ribs.

This got a response. Silverbolt let out a very dog-like yelp and sprang to his feet, snarling with hackles raised. When the fuzor's sleepy-looking optics focused in on Rattrap, he abated and rubbed his side.

"That hurt."

Rattrap snorted. "Yeah, well, we've got better things to worry about right now. Like those Preds over there. Not to mention that crazy femme-bot runnin' around on the loose."

Silverbolt seemed to be thinking the same thing. The fuzor was glancing uneasily at the trees surrounding the clearing.

Getting edgier by the nanoklick, Rattrap jumped a few feet when Cheetor's voice rang out behind him.

"Woah. My head feels like it's been stomped on."

Rattrap put a finger to his lips to shush the younger 'bot, then motioned to the two Predacons lying motionless a few meters away.

Cheetor nodded his understanding, then muttered, "Did anybody see where she went?"

"I did not see anything," Silverbolt negated, knowing exactly who Cheetor was referring to. "That energon pulse took me out immediately."

"Same here," Rattrap added, "and frankly I don't give a rat's skid, pardon the expression. That crazy femme tried to slag us. My vote is we contact the base and get the Pit outta here."

"And leave her here, stranded and alone at the mercy of the Predacons?" Silverbolt scoffed. "I certainly shall not!"

Rattrap rolled his optics. Sure, now he was a hero.

"Yeah, whatever, Lassie. You can stay and hunt for the head case all you want. I'm leavin'. How 'bout you, kid?"

Rattrap and Silverbolt turned to Cheetor, who still hadn't said anything. The young 'bot seemed to be considering something.

"It was kinda my fault she attacked us," he admitted, "I should have told her you guys were coming, but it slipped my mind. She was really scared, you know? She didn't know anything about us. I think she may have lost her memory, 'cause she didn't even know her own name. She just panicked when she saw you. That's why she attacked us."

Rattrap let this sink in for a cycle. From what Cheetor had said earlier, the femme had blasted Inferno and Quickstrike as readily as she had blasted the Maximals. That seemed to suggest that she wasn't allied with one faction or another. Maybe she really was just scared. Or maybe she was a total loony. There was no way of telling, and Rattrap didn't want to wait to find out.

"So what're ya sayin', kid? You're gonna go lookin' for her?"

"I have to, Rattrap. It's my fault she ran off."

"Fine. I'm calling the base and gettin' my cute little butt outta this jungle." Rattrap pressed the button on his comlink and received loud, heavy static. He shut it off quickly and glanced at the Predacons. Neither of them moved. Letting out his breath in a string of curses, Rattrap realized his error.

"That energon surge musta messed up the comlinks."

Silverbolt nodded. "Then it seems we have no choice but to-"

But the fuzor was cut off by the sound of familiar buzzing nearby.

"Aww, man," Cheetor growled, "Waspinator! He snuck up on us!"

"Then we shall engage him!" Silverbolt stated, stepping forward. "Silverbolt – Maximize!"

Rattrap shook his head and knew it was going to be one of those days.

Now all three Maximals were in robot mode. They drew their weapons and waited, listening intently as the buzzing grew louder.

Just then, another sound cut through the jungle noises. It was the unmistakable tearing sound of fast wheels cutting through underbrush.

"Tarantulas," Silverbolt stated unnecessarily.

The transmetal spider came roaring into the clearing at the same time as Waspinator came into sight, hovering above the trees.

Tarantulas noticed his fallen fellow Predacons before he noticed the Maximals. When he did, he let out a cry of surprise. Rattrap heard Waspinator doing the same thing above.

"Well, look what we have here," Tarantulas sneered as his gaze fell on the Maximals, "the Three Stooges."

"Hey!" Rattrap bristled as Waspinator snickered, coming in for a landing.

Silverbolt's rumbling growl filled the clearing.

"What do you want, Tarantulas?"

The spider smiled, a mockery of a true expression.

"Nothing much. Just that ship and the female who piloted it. Now."

"Too late. The ship's ours. And we don't have her," Cheetor snapped, gesturing at the hulking shadow of the ship behind them. "Why don't you just slag off, Tarantulas. She doesn't belong here and she certainly doesn't belong as a Predacon! So back off, or I'll _make_ you back off!"

"Oooh," Tarantulas chuckled, "It seems the new female already had an admirer."

Rattrap glanced at Cheetor. The youngster's cheeks were heated, but he stood his ground.

Tarantulas tisked. "I'm afraid, pussycat, that it won't be that easy to get rid of me. Tarantulas – Terrorize!"

Metal ground on metal as Tarantulas transformed. Waspinator followed suit, clearly taking his cues from the spider.

Rattrap raised his gun, but before he could get a shot off he was hit from behind by a barrage of machine gun bullets. He fell forward with the impact, but managed to roll behind a tree as the shots rang out through the clearing. Silverbolt and Cheetor also dove for cover, crouching in some ferns a few meters away.

The noise died away, echoing a few times from the nearby hills before quieting completely. Blackarachnia stepped out of the trees to the left of where Rattrap had been standing.

"It's about time you showed up," Tarantulas snapped. "Where have you been?"

Blackarachnia didn't answer. She was looking around, wondering where her quarry had escaped to.

"Where'd they go?" she asked nobody in particular.

Movement caught Rattrap's eye and he glanced to his left to see Cheetor crawling through the underbrush, trying to get behind Waspinator and Tarantulas. At Blackarachnia's words, the cat-bot straightened and took aim with his arm blasters.

"I'm right here!"

Waspinator was down before he even knew what hit him. Tarantulas whipped around and let fly with some ammo, but Cheetor's cat reflexes were too quick and he ducked out of the way.

Rattrap took this opportunity to stand and aim his own weapon at Tarantulas. His back hurt where Blackarachnia had struck him, which made his movements a little stiff. He didn't see the she-spider turn and aim her missile launcher at him until it was too late to dodge. One of her missiles struck his gun, tossing it from his grip.

Rattrap's optics bulged and he ducked just as she peppered the tree behind him with bulletholes. He tucked and rolled behind another tree, narrowly avoiding further damage.

When the shots faded away, Rattrap risked a glance at the clearing. Silverbolt was in the air, neatly beating the slag out of Waspinator. Cheetor was trading fire with Tarantulas. That left Rattrap to deal with Blackarachnia. He searched the mossy underbrush for his gun and found it a few feet away. He crawled forward and grabbed it, then ducked back behind the tree.

Peering around the trunk into the clearing, Rattrap searched for his target. He swore softly when he realized she wasn't there anymore.

"My, my, the mouth on you."

Rattrap swung around and found himself looking down the business end of Blackarachnia's missile launcher.

The femme smiled at him and her claw clenched on the trigger-

A howl rent the air and Silverbolt came diving down between the trees. The fuzor tackled Blackarachnia and the missile went flying in the opposite direction, toward the clearing.

"Argh! Where th'heck did thet come from?"

"Aw, man," Rattrap muttered. That scream had belonged to Quickstrike. Which meant the fuzor was awake, and so, then, was Inferno.

A quick peek around the tree confirmed that the Maximals were losing ground quickly. Waspinator was down for the count, but Tarantulas had pinned Cheetor against a tree. Over in the brush, Blackarachnia was kicking the crap out of Silverbolt, who still refused to fight back. Rattrap supposed the flying tackle was the furthest the fuzor was willing to bend his stupid chivalry. Quickstrike had been hit with Blackarachnia's wayward missile, but it hadn't done much other than piss him off. He and Inferno were in the clearing, looking wildly around for something to shoot at.

'Well then, why leave them waiting,' Rattrap thought sourly. He aimed from cover and scored a direct hit to Inferno's right side.

The fire ant roared and swung in a circle, searching wildly for his assailant. Stepping into the clearing, Rattrap squeezed off another few rounds, knocking the red Predacon back a few paces.

"You!" Inferno roared, reaching for his flamethrower, "You'll pay for that, rodent!"

"Not if I get 'im first," Quickstrike added, savage delight lighting his optics.

As the two Predacons advanced towards him, Rattrap raised his blaster but knew it was useless.

"Aw, man," he whined, "Where's Optimus when you need him?"

"Right here."

Rattrap whirled around in surprise, as did his attackers. Optimus stepped forward from behind a tree, followed by Dinobot.

"Primal!" Inferno bellowed, but before he could fire a shot Optimus aimed his shoulder canons and blew the insect back against a tree. Inferno slumped to the ground, unconscious.

Rattrap used the distraction to bolt to the other side of the clearing, where Tarantulas was standing over Cheetor's prone form.

"Hey!" Rattrap yelled, getting the arachnid's attention. Tarantulas whipped around and his face met with Rattrap's fist. Tarantulas grunted and stumbled a few steps backward, but then he was up again and livid.

"I'm really getting tired of you, vermin," he wheezed and aimed his weapon, only to have it shot out of his hands by Dinobot's optic lasers.

"Huh?"

Tarantulas had obviously missed Dinobot's arrival, and was therefore taken by surprise when Dinobot took him down in a flying leap.

Leaving Dinobot to finish off, Rattrap rushed over to where Cheetor lay. The younger 'bot's left side was pretty badly damaged, and he wasn't moving. Rattrap knelt down and shook Cheetor's right shoulder.

"Hey, kid, you okay?"

"Just…great…Rat Face."

Cheetor opened one optic and attempted a grin. He was in obvious pain but still online. Rattrap let his breath out in a whoosh and nodded.

"Hold on, kiddo. We'll have ya back to base in no time."

Cheetor let out a grunt and shut off his optic again, then went limp.

Rattrap turned around and saw Optimus striding quickly toward him, Dinobot in tow. Quickstrike and Tarantulas were had been knocked out thrown in a heap next to Waspinator and Inferno.

"Is he alright?" Optimus asked, face bunched with concern.

Rattrap nodded, then frowned.

"Somebody's missin'," he said slowly, then realized: "Silverbolt!"

Rattrap shot to his feet amidst a new spasm of pain from his back. That slaggin' spider must've hit a nice big nerve. Ignoring the pain, Rattrap cocked his gun and stalked toward the trees. He would just have to return the favour.

He stood still for a moment and listened. Birds chirped. Leaves rustled. Nothing but the usual forest sounds. No sounds of fighting.

Narrowing his optics, Rattrap crept forward silently, scanning ahead of him for any sign of Silverbolt or Blackarachnia.

He found Silverbolt lying in some ferns, out cold from a missile wound to the side of the head. After scanning the immediate area, Rattrap decided the coast was clear.

"Hey," he called, "I need some help with Old Yeller here!"

As he heard Dinobot stomping up behind him, Rattrap took one last look around and wondered where the Pit that scheming female had got to…


	5. Departure

Author Note: Hey everyone! Thanks so much for your reviews, you have no idea how much it helps me get my butt in gear for the next chapter.

Wrath of the Femmes

Chapter 4: Departure

"…and then, _whoosh_, and I was out."

Cheetor flopped down in a chair after finishing his story. As soon as he had exited the CR chamber, Optimus had demanded to hear his rendition of what had happened with the strange female. Gazing around the Maximal base's command center, Cheetor gauged his friends' reactions to his tale. Rattrap leaned on one arm against a computer console, recently having exited the CR chamber himself. Silverbolt, also recently recovered, sat somberly at a monitor, saying nothing. Rhinox was typing away at yet another console, muttering to himself and trying to find any explanation for the odd energon attack that the femme had used. Dinobot had stayed behind in the clearing, guarding the fallen ship. Optimus, who had listened patiently to Cheetor's tale, was now pacing the command center, obviously doing some quick strategizing.

"So you have no idea where she could be?" he asked for the third time.

"No, Big Bot. I tell ya, she disappeared. There's plenty of places to hide in that jungle, and who knows, she might not be anywhere near there anymore!"

"I am definitely not picking anything up on the scanners," Silverbolt put in, gazing at his monitor screen.

Optimus grunted and continued pacing. "And you say she made a comment about other 'bots, males in particular?"

"Yeah," Rattrap confirmed, trying to remember. "Yeah, she said somethin' like… 'all males ever want is control.'"

Optimus quit his pacing, which was good because Cheetor's head was starting to spin.

"Well, we can't just leave her out there," the transmetal ape rationalized, "she may be damaged, and so far we have no proof that she's an enemy."

"No, of course not," Rattrap commented, his voice dripping sarcasm, "Y'know, except for the part when she tried ta _scrap_ us!"

"Rattrap, I'm telling you," Cheetor argued, "she was scared!"

"She looked pretty mellow when we got there!"

"'Cause I was talking to her!"

"Oh, yeah, your calm and sensitive words just calmed 'er right down, eh?"

"Shut up! You're just jealous!"

"Jealous? You gotta be kiddin' m-"

"ENOUGH!" Optimus bellowed, putting a stop to the smaller 'bots' bickering. They fell silent but stared at each other, fuming. Cheetor's cheeks were flaming, and Rattrap's optics were so narrow they were slits.

"This isn't getting us anywhere," Optimus sighed. "I'm out of ideas. We can't leave her out there; she's an easy target for Megatron. But if she's as scared as you say, Cheetor, or as crazy as you think, Rattrap, then she's a potential danger to us as well."

Silverbolt cleared his throat.

"Might I make a suggestion?" the fuzor piped up. He was still uneasy after his embarrassing defeat at the battle earlier.

"Go ahead," Optimus granted, turning his attention to Silverbolt.

"Well, as Rattrap mentioned, this new female seems to have an –erm- discomfort around those of the opposite gender. However, she may not have the same prejudice regarding fellow females. I propose that we test this theory by sending a female to find her and speak to her."

Optimus blinked. "You may be onto something there, Silverbolt. Rattrap, see if you can patch through a communication to Airrazor. She and Tigatron last checked in from coordinates 8-4-2. Search the grid surrounding that point."

Without a word, Rattrap swung himself into a chair and started typing instructions into the computer console. All was silent in the command center as Rattrap searched for their comrades. Finally, a beep was heard and the scanner screen zoomed in on a grid somewhere in the central sector of the continent. Two blips represented by Maximal icons blinked on and off, moving slowly.

Everyone gathered around the monitor as Rattrap punched more buttons, trying to establish a communication link.

After a few seconds, Rattrap let out a triumphant whoop.

"Gotcha," he hissed, holding down the comm. button and putting his mouth close to the speaker.

"Yo, Bird Lady, this is the Maximal Base. You readin' me?"

Everyone held their breath as silence prevailed. Finally, a static crackle erupted from the speaker. When it passed, Airrazor's smooth feminine voice could be heard clearly.

"Mornin', Base. This is Airrazor. Long time no hear. What's the occasion?"

* * *

Blackarachnia hissed in pain and pulled her leg back. The instrument panel she had just brushed against sparked dangerously, mocking her. 

She had taken care of Silverbolt quickly, and had been ready to rejoin the battle when Optimus Primal and Dinobot showed up. Knowing a losing fight when she saw one, Blackarachnia had prudently left the Maximals to dispose of Tarantulas and the others, and had used the cover of gun blasts to sneak off and investigate the remains of Fleetshade's ship.

She knew she had to move quickly, before the Maximals won the battle and decided to investigate for themselves. All she needed was a few cycles to take a look around and see if the ship could be repaired, and if not, if she could at least salvage some spare parts.

Stealthily, she had made her way in beast mode to the ship. The downed craft had stopped smoking, and on closer inspection had proved cool enough to enter without inflicting immediate damage to her beast mode. The exterior was badly warped and damaged by the heat of the crash, and was probably beyond repair. The ship had rolled so that the hatch was raised a few meters off the ground, and the opening had been melted partly shut. Blackarachnia had had to hoist herself up with her webbing and wriggle though the small opening. It was a miracle that the ship had landed in just the right position that Fleetshade had been thrown clear, otherwise the girl would have been trapped inside the scalding hot cockpit.

The interior was a mess, as Blackarachnia had predicted. It was obvious that this ship would be going nowhere in the foreseeable future. Despite being somewhat cooled off, it was still baking hot in there, and the heat was quickly sapping the she-spider's energy.

She had been disappointed to discover the transwarp drive was completely scrapped, but there were some other parts that might prove useful to her. Only problem was, her organic beast form couldn't touch the instruments without getting badly burned.

She transformed to robot mode and set to work disassembling the ship's control console, searching for any useful parts. Anything she found she threw into the center of the small cockpit, forming a good sized pile of scrap metal, navigation instruments, ignition parts, switches, plugs and other assorted knick-knacks.

After a few cycles, Blackarachnia started to find it harder and harder to move. Her circuits were overheating! Straightening, she gazed around for anything vital she might have missed. Satisfied that she had cleaned the place out pretty well, she reverted to beast mode and quickly spun a cyber web around her pile, creating a sort of sack in which to transport the goods.

Just as she was finishing off, she froze at the sound of quite a few pairs of footsteps outside.

The footsteps stopped abruptly and a deep, gravelly voice rang out from near the ship's entrance.

"You wish me to remain here and guard the ship?"

"If you would. The Predacons should be out of order for a while, but you can never be too careful. And I'd prefer that Megatron didn't get his hands on this ship. We're going to head back to base and get Cheetor and Silverbolt repaired, then see what we can do about finding that pilot."

Slag. The first voice had belonged to Dinobot. The second had been Optimus Primal. Blackarachnia searched frantically for another way out, but it appeared that there was only one hatch, and the Maximals were right outside of it! Slag, slag, slag! She tried to be as silent as possible as she continued to listen to the conversation outside.

"As you wish," Dinobot was saying, "Should I perhaps investigate the interior for anything that may be of use to us?"

'No,' Blackarachnia thought frantically, her optics widening, 'No, no no!'

"That would be helpful. Depending on how long we take, someone will be sent out to relieve you in a megacycle or so. Call the base if something comes up."

There was a grunt from Dinobot. He muttered something about not needing help to guard a mere ship. There was the sound of transformations, then the rush of departing jets. Silence followed.

It was getting really hot in the cockpit. Blackarachnia panted, finding it hard to draw breath. Her vision started to waver; she hadn't counted on being in the ship this long. She had to get out of here before her circuits completely overheated and she passed out!

The sound of scraping metal met her audio receptors. She swung around to see Dinobot's robot head squeezing through the warped hatch. His optics widened when he saw her, and he growled.

"You!" he snarled.

Blackarachnia was finding it really hard to concentrate. She stumbled slightly, feeling kind of woozy. She groaned and muttered her activation code. Transforming to robot mode, she hauled out her missile launcher, aiming it at Dinobot's protruding head. But the gun was a lot heavier than usual, and she couldn't seem to aim it right. Dinobot continued to wriggle through the hatch, shouting something about not letting her get away with the parts. She didn't care what he was saying. Why the Pit was her gun so heavy?

She focused on Dinobot just in time to see him powering up his optic lasers. She dodged to the side as they shot past her, hitting the panel behind her. The sudden movement set her off balance and she fell to her knees with a groan. The damaged panel let out a hiss of steam, scalding her back. She screamed in pain and turned to face Dinobot.

He was multiplying. There were three of him now, and all three had finished wriggling through the hatch and were pulling out their swords.

Blackarachnia shook her head to clear her vision. Now only one Dinobot remained, and he was closing the distance between them quickly.

It was so hot. If she had been human, Blackarachnia would have been soaked in sweat; as it was, she felt as if her armor was melting, sticking to the floor of the cockpit. It wasn't really melting, but she was stuck just as effectively by the sluggishness caused by her overheated processors.

She finally managed to get off a shot with her missile launcher, but she missed Dinobot by a foot or so, striking the view screen beside him. The screen exploded outward and steam shot out from behind it, hitting Dinobot square in the face.

The swordsbot roared in pain, his hands flying up to shield his eyes. His sword clattered away and he sunk to his knees, blinded for a moment.

Now was her chance, while he was weaponless! Blackarachnia summoned all of her remaining strength to haul herself to her feet. She grabbed her bag of goodies and dragged it across the floor, past Dinobot's writhing form.

The bag wouldn't fit through the entrance, so she let fly with another missile. It blasted through the metal around the hatch, creating an opening just large enough for her to squeeze the sack through.

With an almighty heave, Blackarachnia shoved the web sack through the opening. She was just about to crawl through herself when she felt a hand close around her leg.

Tipped off balance, she went sprawling half in-half out of the hatch. Her torso hung over the edge, her head toward the ground below. She couldn't summon the energy to raise herself back up, so she kicked backwards with all of her strength.

She felt her foot connect with metal. Dinobot released his death hold on her leg and she fell to the ground, landing with a jarring thud in the forest undergrowth.

Out of the oppressive heat of the ship's interior, Blackarachnia gulped deep breaths of clear, cool air. Struggling to her feet, she turned to see Dinobot crawling from the hatch. His face had been severely scalded by the steam, and his eyes were leaking mech fluid. He reverted to beast mode, but the damage to his face persisted. He obviously couldn't see, but was using his raptor's sense of smell and hearing to search her out.

She froze, holding her breath. Slowly, silently, she raised her missile launcher. But she was desperately in need of air from being in the heat for so long. Unable to hold her breath any longer, she let it out in a shuddering whoosh.

With a roar of rage, Dinobot charged at her. She dodged and sent him stumbling backwards with a blast from her arm guns, then while he was stunned she transformed to beast mode. Shooting a strand of webbing from her backside, she attached herself to her sack of spare parts and scuttled away as fast as her eight overheated limbs would carry her.

* * *

It was the beginning of another beautiful summer day. The sunlight that filtered through the dense forest was rich with the sights and smells of thriving life, but the deeper shadows still held the hint of death that kept all forests in balance. 

That was what Airazor loved about this planet: everywhere you looked, everything was balanced. Life and death, shadows and light, predator and prey, new and old. It was flawed perfection, simple intricacy. It was free, and it was mysterious.

A snarl was heard from below, followed by the rustling of leaves. Airazor trained her sharp falcon gaze downward from her perch in the canopy of an old cypress.

A white snow tiger, looking very out of place in this temperate forest, raced out of the cover of ferns to tackle a grazing doe. The lithe animal didn't even see the predator until it was too late. The tiger killed the deer quickly and mercifully, then raised his head and searched the canopy above.

"Airazor!" Tigatron's voice was deep and fiery, with a hint of a growl that he may or may not have acquired from his beast mode.

Airazor smiled, or would have if a bird could smile.

Spreading her wings, she glided gracefully to the forest floor, landing beside Tigatron in the ferns. He started when he first caught sight of her, then relaxed.

"I was wondering where you'd got to. No luck hunting?"

"Didn't have the heart for it this morning," Airazor answered. She had seen plenty of prey over the last few megacycles that would have been easy to catch, but she had held back. Somehow, she didn't like the idea of killing anything this morning. Maybe it was whimsy, or maybe it was some sort of strange sixth sense telling her it wasn't time. She could never be sure.

Tigatron grunted acknowledgement and nodded toward the deer carcass.

"Well, there's enough here for both of us."

"Thanks."

"My pleasure."

Airrzor laughed as Tigatron ruffled her tail feathers coming up behind her. She was suddenly, inexplicably appreciative of his company and the easy warmth the pair of them shared.

In the few weeks since the two Maximals had departed on their mission to search for stasis pods, they had seen far too much death and suffering. Each time they encountered a fallen stasis pod, the protoform inside it had either expired or was so badly damaged that the kindest thing to do had been to put an end to its suffering. Sorrow and regret had been constant companions for much of their journey.

Perhaps it was the mutual need for comfort and reassurance that had brought the two closer together than they ever would have been had they continued to be actively involved in the Beast Wars. Perhaps it was their shared love for the natural wonders this planet had to offer that had formed the love they shared for each other. Whatever it was, Airazor thanked the Matrix or whatever power that may be that Tigatron had chosen to undergo this mission with her. There was nobot else with whom she would have preferred to share both the sorrow and the joy she had experienced.

Airazor fluffed her feathers and was about to tuck into the deer when a loud crackling sound was heard. She screamed and jumped back before she realized it was her comlink. She and Tigatron had been away from the Beast Wars for a few weeks already. During that time, they had been required only to check in with the Maximal base every few days. Their comrades had never once contacted them.

Airazor transformed to robot mode and traded significant looks with Tigatron. It must be an emergency if the Maximals were trying to contact them so soon.

The crackling finally dissolved into a voice.

"Yo, Bird Lady."

It was Rattrap. Airazor smiled at the nickname the rat had given her. Of all the Maximals they had left behind, Airazor missed Rattrap the most next only to Cheetor. She missed the rodent's dry wit and his cynical view of things. Tigatron made her smile, but Rattrap made her laugh.

"This is the Maximal Base," Ratrap's voice continued. "You readin' me?"

Airazor pressed her comm. button, feeling a bit uncomfortable in her humanoid form. She had spent less than a few megacycles in her robot mode since the beginning of the journey, preferring to stay in beast mode when she didn't have to deal with technical matters.

"Mornin', Base," she greeted jokingly. "This is Airrazor. Long time no hear. What's the occasion?"

She released the comm. button and waited for Rattrap's response. But it wasn't Rattrap's nasally tones that answered her question. It was Optimus, confirming her fears.

"Sorry to bother you two, but this is an emergency."

Airrazor traded another look with Tigatron, who transformed to robot mode as well and came to stand within speaking range of her comlink.

"What's the emergency?" he asked.

"It's a bit of a long story to relate over long range. Suffice to say we have a problem that needs, um, a female touch."

"Oh?" Airrazor was shocked. What could possibly have come up that her comrades needed a femme to fix it? She knew she shouldn't be flattered, but strangely enough she was.

"Like I said," Optimus continued, "I can't explain it now. But we need you back here pronto. What's the quickest you can get here?"

Airrazor took a moment to consider. Since they had left the Maximal base, she and Tigatron had been moving in a steep zigzag pattern, traveling first far north of the base and then far south, moving in an easterly direction. In their current position at about mid-continent, a linear route to the base should only be about 250 miles. Optimus was lucky he had caught them in the middle of their zigzag.

"Flying top speed the whole way, maybe eight megacycles," she guessed, "But I doubt I can fly top speed the whole way. My beast mode is fast, but only in short stints. Realistically, I'd say maybe twelve megacycles."

There was a short pause. Airrazor avoided Tigatron's optics, not wanting to see what his reaction would be to this turn of events. She knew he wouldn't want her to go alone. He would worry about her safety and would want to accompany her, but fast as he was he couldn't keep us with her when she flew at her full peregrine falcon speed. And if Optimus said he needed her ASAP, then she couldn't wait for Tigatron.

Optimus came back on the line after a few nanoklicks.

"That should be fine. I don't think it's so urgent that we can't wait twelve megacycles. But please hurry."

Airrazor nodded before she realized he couldn't see her nod.

"Alright," she responded, "I'll be there as quickly as possible. Airrazor, over and out."

She switched off he comlink and finally looked up at Tigatron.

He opened his mouth to speak, but she put a finger to his lips.

"No," she said. "I have to go. You know that. It sounded important, and no matter what I'm still a Maximal. I'm obligated to help in whatever way I can, as are you. And right now that means I have to go alone."

Tigatron nodded, but his optics were pained. Airrazor removed her finger from his lips and used her hand to caress his cheek.

"You'd best be going then," he said. His voice sounded strained, as if he was fighting back emotion. Why was he making such a big deal about this? It wasn't like he was never going to see her again. Was that what he was afraid of? That she would leave him out here?

"I _will_ come back," she assured him. "No matter what happens there, nothing can keep me from you. Know that."

With those words, she rose up on her toes and planted a gentle kiss on his lips. He embraced her tightly, and she returned the affection. After a few moments they broke apart.

Airrazor was surprised to find she was crying. Oily tears ran down her cheeks, but she brushed them away. This was silly. She would see Tigatron again in a few days at most. She didn't know what she was getting all upset about.

"Goodbye, my love," Tigatron whispered, his own voice choked with emotion.

"Goodbye, my love," she echoed.

Transforming to beast mode, Airrazor took to the air and soared up through the canopy and out over the forest, using the thermals rising from the ground to help her glide higher.

As she flew away, she looked back once at the lone white tiger standing out starkly against the temperate forest - and wondered why she had the funniest feeling of dread in the pit of her spark.

* * *

"Well, that went well." 

Optimus stepped back from the communication console and let out a sigh of relief.

"Yeah. I mean, what can possibly go wrong in less than twelve megacycles?" Cheetor agreed, feeling pretty good himself.

Just then, all the Maximals jumped as static erupted from the speaker again. All optics turned toward the communicator as Dinobot's garbled words flowed through.

They couldn't hear much of what he was saying over the continued static, but a few words were clear: "Ship...damaged...she-spider...raided...got away...can't see...."

Optimus was closest to the communicator, so he leaned forward and pressed the talk button.

"Dinobot, what's wrong? You're breaking up. Is your communicator damaged?"

There was a long pause, then the static came again.

"Among…things."

Optimus frowned, trying to make sense of the garbled message.

"Hold on," he replied, "I'll be right there."

Stepping away from the console, Optimus let out a heavy sigh.

"I'm going to go see what's wrong. Rhinox, keep trying to find an explanation for that energon discharge attack. Cheetor and Silverbolt, stay here and watch the grids for signs of Airrazor or that pilot. Rattrap, you're with me."

With that, Optimus made his way to the elevator with Rattrap in tow. Just before he reached the descending lift, Rattrap turned around and shook his head at Cheetor.

"Ya had ta ask, didn'tcha, kid?"

Cheetor watched them go, then turned to see Silverbolt frowning, deep in thought.

"What's up?" Cheetor asked.

Silverbolt shook his head and went back to thinking. After a few moments the fuzor's gold optics flew wide.

"Oh, no!"

Cheetor fought the urge to put his face in his hands and die. "What now?" he complained.

"More trouble?" Rhinox inquired, spinning around in his chair to watch the two younger Maximals.

Silverbolt nodded grimly, staring at the floor next to his feet. "There might be. If I heard right…Dinobot mentioned Blackarachnia?"

"Yeah," Rhinox responded, "Something about her raiding the ship, from what I gathered. Must've slipped in without him noticing."

"Yes, but…." Silverbolt looked up, his optics wide, "Did he say where she went?"

Cheetor had no idea where this was going, but he went along with it. "He might have, but I didn't hear it. I heard that she got away; I guess that means into the forest."

"And the new femme has a partiality for those of her own gender?"

"Yesss…." Cheetor still wasn't getting where the fuzor was going with this. "What are you saying?"

"He's saying that Blackarachnia might be thinking the same thing we are," Rhinox put in, his expression turning grim as well.

Thinking the same thing they were...Blackarachnia in the forest, new girl might talk to femmes, scheming spider…oh, slag. Cheetor smacked his forehead with the heel of his hand, feeling like an idiot for not figuring it out sooner. If Blackarachnia got to that girl before Airrazor did….

Rhinox drew a heavy sigh and turned toward the communicator.

"Things just keep getting better and better around here, don't they?" the big guy muttered. "Wonder what I did in a past life to deserve this."

Rhinox jammed his finger onto the comm. button. "This is Rhinox to Optimus. We've got another problem."

There was a short pause, then Optimus' voice came on the line.

"Prime. What now?"

As Rhinox explained what Silverbolt had discovered, Cheetor couldn't help feeling this was somehow his fault. It had been his blunder that had made the girl run off in the first place. Now he had to correct it.

Silverbolt was distracted, listening to Rhinox. While the two were occupied, Cheetor silently transformed to vehicle mode. The lift still hadn't ascended from Optimus and Rattrap's departure. Moving stealthily as a cat could, Cheetor leaped down onto the platform and took off running. When he was up to speed, he ignited his jets and flew off in the direction of the forest, keeping his optics glued to the ground, searching for any clue as to the new girl's whereabouts.

He didn't know what he would do if he found her, but slagged if he wasn't going to think of something.


	6. Not My Day

Author's Note: This chapter will conclude my introductory chapters, and Chapter 6 will start to get into my real plot line. I hope you guys are enjoying reading this fic as much as I'm enjoying writing it. Please keep the reviews coming!

Wrath of the Femmes

Chapter 5: Not My Day

Megatron was fuming, and to make things even worse, there wasn't anyone left at the Predacon base to take it out on. None of his troops that had gone into that forest had returned, and radio contact was proving impossible. The energon storm had finally cleared up a few cycles ago, so the only other explanation for their continued lack of communication was that they were all off-line.

"There is something very wrong in that forest," Megatron mused to himself, bringing up a visual on his view screen. "And I want to know what it is, yessss."

"Computer," he commanded, "scan the area around Sector Gamma for Maximal energy signatures."

"Complying."

There was a few moments' pause before the cool voice of the base's computer answered, "Three Maximal energy signatures detected in Sector Gamma. Identities are unit: Dinobot, unit: Rattrap and unit: Optimus Primal."

The view screen changed, splitting into two. Both halves zoomed in on areas of the forest. One showed the traitor Dinobot, barely online and severely damaged. Behind him Megatron could see the shadow of the crashed spacecraft. Megatron frowned, wondering what had caused that damage to the traitor. Was that what had happened to his troops as well?

The other half of the screen showed Optimus Primal in flight mode, closing in on Dinobot's coordinates. The vermin rode aboard Primal's hoverboard, clinging on for dear life. A rescue no doubt.

"Computer," Megatron snapped after a few beats, "attempt to locate any unit with a Predacon energy signature in that Sector."

Again, there was a few moments pause before the computer's calm voice responded.

"Units: Inferno, Tarantulas, Quickstrike and Waspinator found. All units offline."

The viewscreen changed again, but it wasn't split. It was one picture, showing a pile of scrap that somewhat resembled his troops. This wasn't the work of some mysterious force, no. This was the work of the Maximals.

With a roar of frustration, Megatron slammed his fist into the arm of his control chair.

"Damn them!" he shouted. "Why must I be surrounded by incompetents?"

Then a thought suddenly struck him.

"Computer," he ordered, "attempt to locate unit: Blackarachnia."

Megatron fumed while the computer searched. That scheming female had defied him once already this morning. What was she up to now?

"Unable to comply," the computer stated. "Unit: Blackarachnia's energy signature cannot be found in the immediate area. Expand search?"

"Don't bother." Megatron sighed. "She's probably masked her signature somehow."

The viewscreen returned to normal, and Megatron stared for a few nanoklicks at the moving blip that was Optimus Primal. He and the rodent were heading for Dinobot – and the wreck of that strange spacecraft.

"Today is just not my day," Megatron complained as he rose. Exiting the Predacon base, he transformed to vehicle mode and rocketed away toward the forest.

* * *

Fleetshade woke suddenly, her optics already wide open. She raised her head, wondering what had awoken her. Was it time to work already? No. Something was wrong. Where was everyone? What was that strange light? Was it some new torture device the Masters had devised for them? If so, it wasn't working: it was actually very pleasant. And warm. But where were her fellow slaves? Had she been taken to solitary confinement again? Or.… 

No! Not that!

She sprung to her feet, ready to fight them this time. She would not be used again!

Then her optics came into focus and she saw the trees around her, felt the soft moss she stood on. And the fact that she was no longer a robot, but a deer. Everything that had happened came flooding back yet again and her thin legs buckled under her, causing her to sit hard on her rump.

She was free. She didn't have to worry about the Masters and their tortures any more. She never had to be used again. She was free!

Fleetshade stood up again, a giddy laugh flowing from her. She couldn't stop it; it just came and wouldn't quit. She laughed for the pure joy of it, wondering when the last time had been that she had actually laughed just for the sake of laughing.

When was the last time she had felt soft, warm sunlight and a cool breeze as compared to the burning desert heat of Marajo? When was the last time she had woken up in a soft bed surrounded by the smells of the forest, rather than squashed on the floor between her fellow slaves in the dingy reek of the slave compound?

Not since she had been captured, that was for sure. And now she was free. An era of her life had passed, and she was beyond it. She could start anew, and if anyone told her otherwise she was more than willing to fight to the death to prove them wrong!

She took a deep breath, the deer's keen sense of smell picking up every scent that was carried on the breeze. The sun was almost at its zenith, marking the midpoint of the day on this planet. She wasn't sure how long she had been asleep, but she was confident that it hadn't been longer than three or four megacycles. That meant the days here were much shorter than the days on Marajo, which lasted 40 megacycles. The long days had meant long shifts working in the mines, up to 30 megacylces at a time. Fleetshade suspected that a whole day here wasn't even that long.

Her beast mode also had an acute sense of hearing, and the chirping of birds and rustling of leaves and the sound of a nearby stream trickling over rocks reached her audio receptors with crystal clarity.

Still laughing uncontrollably at her newfound freedom, Fleetshade took a step forward. Then another. Then another, longer one. Before she knew it, she was running. The full speed and agility of her deer form became clear as she flew through the forest, leaping and bounding and dodging between trees and over fallen logs, in and out of the dappled forest shadows.

She broke suddenly through the trees on the edge of a small meadow and kept running. She didn't worry about being exposed; Blackarachnia had told her that she couldn't be detected. And besides, what was so strange about a deer dancing about on a glorious summer day?

And dancing was exactly what she was doing. She leaped and bucked, twisted and circled, rolled and pranced around in the long meadow grass, soaking up the sun and the air and the sweet gift of freedom she had waited so long for.

Fleetshade's childhood had been cut short, stripped away by the harsh realities of the mines. But now, leaping around so light-footed she seemed to be flying, she felt like a child again: innocent, pure and free to dream. The dark memories of her time as a slave seemed to fade in the bright noon light, not gone for good but dimmed to nothing by her jubilation.

A laugh still poured forth from her, augmented by her increasingly labored breathing as she worked her new body to the limit. Finally, out of breath and dizzy from circling around, she flopped down in the long grass and closed her large deer optics – or eyes, as they were called.

Only a few moments passed this way before Fleetshade's large, pointed ears perked at the sound of something approaching.

She tensed: the deer wasn't a predator, and so she assumed it was pretty low on the forest food chain. In her good spirits, she had forgotten about the danger of exposing herself not just to other Transformers but to natural forest predators.

"Fantastic show," said a high-pitched voice from a few meters away.

Relaxing and getting to her feet, Fleetshade blushed slightly at Blackarachnia's comment. The spider had obviously seen her dance and had waited until now to show herself, letting Fleetshade work out her emotion before ruining it. Fleetshade was grateful for this, and surprised at the she-spider's sensitivity.

"Hey," the deer-bot greeted. "Thanks."

Then she noticed the web sack attached to Blackarachnia's hindquarters.

"What's that?" she asked.

Blackarachnia sighed and transformed, detaching herself from the webbing.

Fleetshade stepped up for a closer look and stopped suddenly, not wanting to believe what she was seeing. She recognized the parts from the ship she had stolen. They were vital pieces of the ship's mechanics, which meant.…

"It's totaled, isn't it?" she asked quietly, the reality of her predicament settling in like a lead weight.

Blackarachnia nodded gravely.

"I looked, I really did. There was no way it was going to fly again. I salvaged what I could, but this was about it. I'm sorry."

"Then I really am trapped here," Fleetshade whispered as the implications of her situation struck her spark like arrows.

She wasn't going to find her family. She wasn't going anywhere. She was stuck here on this strange planet in the middle of a war she knew nothing about, and she had no means of leaving. Suddenly she didn't feel so happy to be free.

"I'm sorry," Blackarachnia repeated, her head lowered. Fleetshade couldn't tell if the spider was being sincere, but it didn't matter. She couldn't possibly understand what Fleetshade was feeling anyway.

They passed a few cycles in silence.

"So what're you going to do now?" Fleetshade finally asked, looking up and catching Blackarachnia's optics. The spider cringed and shrugged.

"I'd better head back to base," she said sourly. "I've blocked my energy sig from Megatron for a while using this little gizmo-" Blackarachnia produced a small bug-like contraption from inside a subspace compartment, "-that I stole from Tarantulas. But considering all his other troops are down for the count thanks to the Maximals, Megatron's gonna be looking to sear someone's skidplate. And you can bet that someone'll be me if I don't report in and help him salvage the rest of them. In fact, he's probably on his way now."

With that, Blackarachnia reverted to beast mode again and shifted her weight, hesitating as if she wanted to say something more but was unsure how to phrase it.

Fleetshade didn't bother asking who Tarantulas was; she assumed it was another Predacon. From what she had gleaned from Cheetor and Quickstrike, this Megatron guy was the leader of the Predacons. And he didn't sound too pleasant.

Now that Fleetshade thought about it, she wished she had got to listen to more of Cheetor's story. Maybe he would have provided a few more answers about where exactly she was and what was going on.

'Too late now,' Fleetshade thought. Instead, she looked the web sack over warily. "What are you going to do with that?" she asked.

"I was hoping you'd hide it for me until I can find a permanent place to set up shop," the she-spider sighed, looking relieved that the subject had come up. "Think you could do that for me?"

"I suppose," Fleetshade agreed amiably. "That's what trees are for, after all."

Blackarachnia gave her a spider grin, but the expression was strained.

Fleetshade took a closer look at Blackarachnia for the first time and realized the spider's beast form was riddled with burns and scorch marks. She was breathing a bit heavily and she favored a few of her eight legs.

"You okay?" Fleetshade asked concernedly, picking her way through the tall grass to look Blackarachnia over more closely.

"I'm fine," the spider snapped. "Your ship was still a bit on the hot side, and I was attacked while I was searching for spare parts. I'm just a bit overheated, that's all. I'll be fine."

Something about the way Blackarachnia had said "I'll be fine" didn't sound like the spider expected to be fine, but Fleetshade didn't push it. After all, she had only known Blackarachnia for a few megacycles.

"Okay," Fleetshade said quietly, moving toward the web that held what remained of her ship. She wondered if the rest of it would be destroyed or simply left in the forest to rust. She knew she couldn't go back to it, or she'd risk being found by either the Maximals or the Predacons. She didn't like the idea of being forced to reformat, so she figured it was best to stay in the woods for a while.

Blackarachnia interrupted Fleetshade's thoughts by clearing her throat. Fleetshade looked up and saw Blackarachnia preparing to depart. The spider femme lifted one leg in a salute.

"See ya around, Fleetshade. And a word of warning: don't let your guard down again. Most enemies won't wait for you to finish prancing before killing you – or worse."

Fleetshade nodded, embarrassed, and watched Blackarachnia leave.

When the spider's frame had disappeared into the forest shadows, Fleetshade sighed and wondered just what she was going to do now. She was trapped, stranded here on this planet. Oh, it was sure as the Matrix better than the Marajan wasteland, but it mattered little as she was just as far from finding her family here as she had been in the mines.

For the first time since the crash, Fleetshade allowed her mind to wander to what might be going on at that moment on Marajo. Had the Masters been completely destroyed? What had become of her fellow former slaves? What had become of 28-H5G, the closest thing to a friend Fleetshade had had during her time as a slave?

Primus knew, she decided, and that was good enough for her. She sent a silent prayer of well-being to those she had shared most of her captive life with, wishing them the best of luck in whatever it was they were doing now.

And as for herself…Fleetshade sighed as she started to push the web sack into the cover of the trees. She would need all the luck she could get.

* * *

Optimus sighed and wondered why of all people he had chosen to take Rattrap with him on this rescue mission. His logic circuits must be crossed this morning, the ape-bot thought direly as Rattrap's claws dug into his leg. 

"Y'know, I can't understand why Cheetor gets all hyped about this flyin' gig," the transmetal rodent whined, balanced precariously behind Optimus on the Maximal leader's hoverboard. "It's not really all it's cut out ta beeeeyaahh!"

Rattrap squealed as Optimus banked a sharp right, causing the Maximal leader to smile despite himself.

"You could have gone on the ground," Optimus reminded Rattrap, "but you agreed that this way would be faster."

"It is!" Rattrap defended himself. "That don't mean I like it."

Just then, Optimus' comlink crackled to life.

"This is Rhinox to Optimus. We've got another problem."

Optimus squeezed his optics shut and sighed. Not again.

"Prime," he replied. "What now?"

"Well, it seems like we might not be the only ones who figured out that the newcomer is partial to females. Dinobot said he found Blackarachnia, and that she got away into the forest. Silverbolt thinks she may be trying to find our newcomer and convince her to join the Predacons."

Optimus heard Rattrap groan from behind him, and felt like joining him in the sentiment.

"We'll keep our optics peeled for her then," Optimus said into his comlink. "That's all we can do until Airazor arrives. Let's just hope she gets here as quickly as possible."

"Okay," Rhinox responded slowly, "Maybe Cheetor could…Cheetor?"

There was a pause.

"Slag," Rhinox said, with feeling. "Cheetor's gone. He's probably heading for your location. Might wanna keep an optic out for him, too, while you're at it."

"Will do," Optimus said stonily before breaking the link.

"That kid can't just stay put and follow orders, can he?" Rattrap asked, echoing Optimus' own thoughts. Although the Maximal leader refrained from mentioning that Rattrap had hardly ever set a prime example for following orders.

The rock face fell away below them, revealing the jungle valley where the strange ship had crashed. The burned, blackened swath the ship had cut in the trees was visible even from this distance. Optimus slowed and began to descend toward the ugly scar on the valley, keeping his optics roaming over the trees.

The crashed ship loomed like a beached whale in the scorched forest, its blackened metal finish looking distinctly out of place among the lush trees and ferns. As they drew closer, Optimus' optics were drawn to movement in the clearing where they had fought earlier.

"Looks like 'ole Megs has finally come outta his hole to round up the troops," Rattrap chuckled.

Optimus nodded, zooming in on the clearing. Megatron was indeed there, and he didn't seem happy. He was in robot mode, yelling at someone who was blocked from view. Optimus didn't want to get close enough to find out who it was.

"Hold on," he said to Rattrap before peeling into a steep dive. Rattrap gasped and clung to the larger Maximal's leg, and the ape-bot was glad the wind blocked most of what Rattrap was muttering from his audio processors.

Optimus slowed as they neared the ground, coming to a smooth halt a few hundred meters from the clearing. Rattrap slid off the hoverboard and fell the few feet to the ground, landing sprawled in some moss with a heavy sigh of relief. Optimus transformed to robot mode and landed with a faint thump beside him.

"We'll approach the ship from the other side," Optimus instructed quietly. "I don't want to run into Megatron right now, especially if he managed to get some of his troops back online."

Rattrap nodded silently and transformed to robot mode himself, pulling out his gun. Together the two Maximals trudged forward as quietly as possible, following the sight of the ship sticking up through the canopy but keeping its bulk between them and the clearing where Megatron was.

As they approached, Optimus spotted Dinobot lying in beast mode a few meters from the ship, which had a large hole blasted in it. The few strands of blue webbing clinging to the hole confirmed Dinobot's report: Blackarachnia had been here.

Optimus trudged over to the fallen ex-Predacon as quietly as possible, hearing Megatron's livid roaring from the clearing. Ignoring the shouts, the Maximal leader bent down to examine Dinobot.

The warrior was in pretty bad shape. He was badly overheated and looked to have sustained some heavy damage to his face. His optics were leaking mech fluid and he was out cold.

"Rattrap," Optimus hissed. When he got no response he sighed and turned to see Rattrap raise a hand for silence, a finger to his lips.

Frowning, Optimus strained to listen. What was jamming Rattrap's circuits? Optimus didn't hear anything. Birds chirping, a woodpecker pecking…nothing but the normal forest sounds.

Wait! Optimus' optics widened. Nothing but the forest sounds! Megatron had stopped shouting, and heavy footsteps could be heard coming their way.

Before he could react, Megatron's voice sounded from the other side of the ship.

"You're sure nothing could be recovered?"

Glancing down at Dinobot's prone form lying in the moss, Optimus thought quickly. Beckoning for Rattrap to help him, Optimus hoisted Dinobot from the undergrowth, cringing when the warrior's joints creaked. But Megatron and his companion didn't seem to notice.

"Yes, I'm positive. You've asked me a dozen times! I'm telling you, it's scrapped. Better to just destroy it before the Maximals find some use for it!"

Optimus and Rattrap traded looks. That voice had belonged to Blackarachnia. Well, that was one search completed. Dinobot had probably been mistaken, and she hadn't moved from the clearing after all.

Optimus looked around, wondering about the she-spider's last comment. Dinobot had been assigned to look for useable parts in the ship, but if he had encountered Blackarachnia he might not have had any time to look around. Maybe they should….

No. Optimus didn't want to get in a fight with Megatron over the ship right now. It didn't matter if the spider was telling the truth; their first priority was to get Dinobot back to base for repairs. Optimus would question him about what he found afterwards. Now, to figure out how to get out of there.

There was only one thing for it, he thought. Use the element of surprise for as long as they could.

"I can't carry the both of you," Optimus breathed, so quietly he wasn't even sure if Rattrap heard him. "You're going to have to go by land."

Rattrap looked relieved, to say the least.

"Fine by me," the rat-bot whispered back. "So we just make a break for it and hope we can be outta here before Megs can get a clear shot?"

"Basically, yes," Optimus responded, preparing himself. "Optimus Primal – flight mode!"

He transformed as quietly as possible, shifting Dinobot to his shoulder for better maneuverability.

"What was that?" Megatron's voice asked.

"Rattrap – vehicle mode!"

Rattrap's transformation was a bit louder, and then he was revving up for a fast retreat. Suddenly, Megatron's head came around the ship, looking surprised to find a trio of Maximals within laser range. But by that time, Optimus had risen up over the canopy and was speeding away as fast as he could with Dinobot slung over his shoulder. Looking down, the Maximal leader could see Rattrap burning out on some moss before finally getting a good start.

Optimus banked left as a laser shot from Megatron came barreling past him. The chase was on.

Optimus waited for the inevitable pursuit, but it never came. He looked back and saw nothing. Rattrap roared along on the ground below, a ways behind the transmetal ape, but also free of pursuit. It seemed Megatron was more interested in securing the ship and repairing his troops than giving chase.

Optimus activated his comlink, remembering one more order of business that had to be completed.

"Optimus to Cheetor," he commanded. "Come in, Cheetor. Where are you?"

No response. Well, that was just Prime. Shaking his head in exasperation, Optimus switched frequencies.

"Rattrap, come in."

"Yo. Is it just me, or was that way too easy?"

"I think Megatron's more interested in getting his troops back online than in chasing us right now. I tried contacting Cheetor, but he won't respond. Would you-"

"Aw, come on!" Rattrap interrupted. "This is the second time today I'm getting' sent out after that kid! I'm getting' sick of this. Can't we just leave him out there?"

"That wasn't what I was going to say. If you had let me finish, you'd know that. I was going to ask you to-WHOA!"

Optimus was suddenly blown roughly forwards by a wave of heat that sent him plummeting toward the ground below. Dinobot flew from his grasp and fell as well. Rattrap's garbled shout of surprise and pain flowed out of Optimus' comlink before the connection went dead, drowned out by the roar of an explosion.

Optimus cried out as he fell, his hoverboard spinning out from under him. He hit the ground and skidded with a screech of metal on stone. Raising his head and turning back toward the jungle, the Maximal leader saw his fears realized: the place where the ship had been was now a burning crater. Nearby trees were aflame, wafting plumes of black smoke into the air. Debris littered the ground for miles, large chunks of metal and other materials visible even from Optimus' vantage atop the rock cliff.

"Well, that puts a damper on my plans for a tree fort," Rattrap quipped as he idled to a stop a few feet from Optimus. Dinobot lay a few meters away, unmoving and looking the worse for his fall.

Optimus wasn't feeling so good either, but he managed to stagger to his feet.

"Let's just get back to base," the Maximal leader groaned, picking up his damaged hoverboard. "This is just not our day."


	7. Transformation

Author's Note: So I lied. Just one more introduction chapter, then I promise I'll get going.

Wrath of the Femmes

Chapter 6: Transformation

Cheetor raised his head and groaned. He felt like he had been stuck into one of Megatron's lava pits. His whole form was practically glowing with heat, and his internal systems felt melted.

"Woah," he rasped. "That was some explosion."

The transmetal cheetah had been flying over the jungle, attempting to locate the new femme when the ship that she had arrived in had erupted into a massive nova of heat and flying wreckage.

Cheetor pushed himself to his feet, examining his beast mode for signs of injury. One of his back legs was singed and his tail appeared to have melted in places; the explosion had caught him from behind. His injuries hurt, but they weren't life-threatening. Yet.

"Aww, man," Cheetor complained, "this stinks. I'm in no condition to be searching for anything but an 'R chamber right now. Optimus is gonna kill me when he finds out I ran off."

Just then, realization struck. Optimus and Rattrap had gone out to look for Dinobot, who had been posted near the ship! What if they hadn't reached Dinobot in time? Or worse yet, what if they _had_ reached him in time, and they had all been caught in the explosion?

Preferring not to think about it, Cheetor shook his head to clear it and took a tentative step forward, putting some weight on is back leg.

"Yeowwrr!" he growled as his leg buckled in pain. "Not a good idea. Well, if I can't walk, I can't run. And if I can't run, I can't fly."

In desperation, Cheetor tried to engage his jets, only to be rewarded with a whirring, grinding noise instead.

"Flight systems severely damaged," his internal computer informed him unnecessarily.

"Great," Cheetor griped, and activated his comlink.

"Communication systems also damaged. Circuitry overheated. Stasis lock will commence in ten point three cycles."

Cheetor let out a cat grumble that sounded like a growl.

Just then, he heard a noise like a sharp intake of breath from behind him. Swinging around, his optics caught sight of a deer peering out at him from the shadows of the forest. The creature took a step toward him, as if it were curious.

'That's funny,' he thought, 'deer are prey animals, and I'm a big predator. You'd think it would run away.'

The deer stopped a few feet from him, large eyes shining warily and its muscles tensed and ready to flee.

'Too late,' Cheetor thought. 'If I decided to attack now, it wouldn't be able to outrun me. I wonder if it knows I'm injured? Or maybe I look funny, since I'm a transmetal, and not a normal cheetah.'

As he was thinking this, the doe lowered her head and cocked it inquisitively, those large, shining eyes looking straight through him.

Those eyes reminded him of something. Or was it someone? Cheetor shook his head. His circuitry must be more damaged then he thought. Who could he possibly know with eyes like that?

"Cheetor?"

Cheetor squeezed his optics shut then opened them again. That deer had _not _just spoken to him. This was getting stupid; he really needed repairs. He growled at the creature, and it took a few hasty steps back.

"Guess not," it muttered, and turned to leave.

"Wha-?"

It really had spoken! And there was something familiar about that voice. And the eyes….

"It's you!" he gasped, and the deer turned around again to eye him frightfully.

"It's you," he repeated, wondering if he had just imagined it and he was now talking to himself. "The pilot! I didn't know you had a beast mode! Look, I'm sorry about earlier, I should have told you I had reinforcements coming, I - don't hurt me."

Cheetor suddenly remembered about the femme's energon-beam weapon and cringed, waiting for her to attack. Although she didn't look so menacing in full light, and as a doe.

The deer gave him the equivalent to a sympathetic grimace.

"Yeah, it's me," she said, "and you don't need to apologize. I shouldn't have reacted so much like a…girl. I was a bit flustered, and I didn't know who to trust. I still don't…."

The girl trailed off, seeming to realize she had said too much.

"Hey, it's okay," he replied, trying to reassure her and keep her talking. "No hard feelings. I would have done the same."

She remained silent for a few moments, seeming to hesitate.

"Do you want to reprogram me?" she blurted, then looked away.

Confused, Cheetor frowned and shook his head. "No. Why would I want to reprogram you?"

She relaxed visibly and looked at him again, most of the fear gone from her eyes.

"I'm sorry. Silly question. Can we just start over?"

"Sure," Cheetor replied. "My name's Cheetor."

"Hi," she replied, bending a front leg and extending the other in a small bow, "My name's Fleetshade. You're right, I didn't have this beast form last time we met. A - friend - helped me get it."

A friend. Unh. Cheetor thought he had some idea who this 'friend' might have been, but he didn't say anything. He didn't want to go and insult the girl again now that she had given him a second chance.

"Nice to meet you, Fleetshade. That's a pretty name."

"Uh, thanks." Was it just the light, or did the deer look embarrassed?

"So where-Agh!" Cheetor cried out as sparks erupted all over his feline frame.

"Stasis lock will commence in one point five cycles."

"You're hurt," Fleetshade cried in alarm, "what happened?"

"I got caught in the air when your ship exploded. My circuits got pretty melted, and I can't contact my base."

"Stasis lock will commence in twenty nanoklicks."

"Fleetshade," Cheetor gasped as his legs gave out, landing him sprawled on the ground, "help-"

But he couldn't finish, for at that moment his internal computer put him into stasis lock and he blacked out.

* * *

Blackarachnia sneered at Quickstrike, who had just emerged from one of the Predacon Base's CR tanks. 

"Megatron wants to see you," she spat, not giving the fuzor a chance to say anything. "Now."

Quickstrike paused, giving the she-spider an inquiring look. She hissed at him and he left for Megatron's 'throne room', mumbling something about female mood swings.

Blackarachnia paced the large room that contained the CR tanks, waiting to deliver the same message to the others as they emerged.

She had arrived back at the clearing after seeing Fleetshade just in time. No sooner had she had a look around than Megatron had showed up, ruining her plans to destroy the ship and make it look like Dinobot did it.

The tyrannical t-rex had treated her to a furious tongue-lashing regarding not following orders, which consisted of the usual slag.

"I will not tolerate any further disobedience from you," he had snarled. "And I don't even want to know how you managed to block your energy signature from me, no! This is the last time you defy me, Blackarachnia!"

Of course, he had told her that countless times in the past. She was confident that he would never destroy her, as she was a huge advantage for him both in battle and as a spy. Not to mention he obviously lusted after her, but Blackarachnia was careful never to point _that_ little fact out.

However, that didn't rule out other, more painful punishment, and Megatron had been absolutely livid. So she had nodded and played the remorseful spider. "I'm so terribly sorry I didn't contact you, I was battling Dinobot inside the ship. No, there was nothing of value to be recovered. Best to simply destroy the ship before the Maximals or worse, Tarantulas, find some obscure use for it."

She wasn't sure if Megatron believed her, but that didn't matter. As long as she could keep him away from the ship so that he couldn't discover the missing parts she had stolen, she would be fine. Thus, she had tried to convince him to destroy it.

Then the Maximals had showed up. Catching sight of that vermin Rattrap, Blackarachnia had got an idea. She had dug around in her subspace compartment for the emergency charges she always carried with her, for just this sort of occasion. Finding them, she had glued them to the ship's hull and set them to explode in three cycles.

Megatron had wanted to go after the Maximals, but Blackarachnia had batted her optics and convinced him that a battle would be useless now, and that their priority should be to getting their comrades repaired. He had caved, and together they had dragged Quickstrike, Inferno, Waspinator and – after a slight hesitation – Tarantulas away from the ship just in the nick of time.

The charges had blown the ship's remains sky high, knocking them all to the ground. Blackarachnia had innocently pinned the explosion on Rattrap who, everyone knew, was a demolition expert.

The forest was thankfully much closer to the _Darkside_ than to the Maximal base, and they had managed to get back to base and dump their comrades into CR vats before too long. Megatron had left promptly for his command center, leaving Blackarachnia under orders to send the rest of them on once they had been repaired.

So far Waspinator, Inferno and Quickstrike had emerged, leaving only Tarantulas. The spider had taken quite a beating from Dinobot, and his repairs were taking some time. That was fine with her; she didn't want to deal with Ole Gruesome any sooner than she had to.

As if the thought had summoned the 'bot, there was a soft whir as the platform of the last vat rose, revealing a sparkly new Tarantulas.

Though the same could not be said for his mood.

"Megatron wants you," she said flatly by way of greeting as the transmetal spider got to his feet.

"Nice to see you too," Tarantulas sneered, jumping on a hoverboard. "And I'm afraid Megatron will have to wait. I have more important things to attend to."

"Not a good idea, Legs. Grapeface is pretty steamed, and I'm responsible for getting you in there. I suggest you go give your report, or it'll be my skid on the line."

"Precisely the idea," Tarantulas stated nastily as his hoverboard started away in the opposite direction.

"Not so fast, creep," Blackarachnia replied and pulled out her missile launcher. Aiming it at Tarantulas, she lassoed him with her grappling line and gave it a good yank, pulling the trapped spider off the hoverboard and back toward the platform she stood on.

"Witch! You'll pay for that!"

"You know what, I'm sure I will. But for now, how 'bout you tell me what's so important that you have to be rushing away so quickly?"

"None of your business!" he sneered, untangling himself from the line.

"Aw, but I thought we were partners," she purred. Though she hated to admit it, Tarantulas scared the living spark out of her. During the time they had shared minds, she had picked up on a lot more of his thoughts than he was probably aware of. She knew what sort of sick fantasies brewed in that ugly processor of his, and just thinking about them made her shiver.

But that didn't mean she couldn't taunt him. In fact, she loved playing with him. She loved seeing how far she could push before he reacted, often violently. There had been a few close calls with his temper, but she could defend herself. Of course it had occurred to her that her luck might run out one day, but that was the whole fun of it! Dancing with Tarantulas was a delicious game of chance, one she enjoyed immensely – within reason.

"I am not your partner, witch," he replied, stepping in close so that he loomed over her, his face inches from hers, "I am your creator and while we may no longer share minds, I still know how to control you. So tread lightly, or you may find out just how serious I am."

Deciding the situation had just gone beyond reason, Blackarachnia stepped back and lowered her gaze, allowing him to leave. Once he was safely out of weapon range, she activated her communicator.

"Just remember, partner, I can be serious, too."

There was no answer, but she wasn't expecting one.

* * *

Dinobot woke up to the sound of the CR chamber hissing open. 

Opening a bleary optic, Dinobot affirmed that he was indeed back at the Maximal base. Optimus, Rhinox, Silverbolt and Rattrap were all there, and Dinobot could tell that something was wrong. He had no recollection of anything beyond losing his sight in the battle with that wretched spider female. An embarrassing defeat, to say the least. He thought he remembered radioing for help, but he couldn't be sure.

Rattrap was the first to notice Dinobot's emergence. The rodent looked over his shoulder and narrowed his optics at the raptor. "'Bout time you got outta there."

"What's happening?" Dinobot asked the room at large, pointedly ignoring the vermin.

Optimus turned to him with a sigh. "Cheetor's missing. He ran off shortly after you called in. Rattrap and I went looking for you, and on the way back, that ship you were guarding blew up. By the time we got you back to base we thought Cheetor would have shown up, but no such luck. He's not answering his comlink and it's been over seven megacycles since he went missing."

The Maximal commander looked positively stressed. Glancing at a viewscreen, Dinobot noted that it was already evening. He had spent most of the afternoon in the CR chamber, then.

"If you're so concerned," Dinobot pointed out, "Why didn't you send someone out to find him?"

"We did," Optimus said, "Silverbolt flew out as soon as we got back, but he didn't find him. Not a trace."

"You think the Predacons have taken him hostage?" Dinobot hazarded.

"Maybe," Optimus replied, "Or maybe not."

Dinobot didn't like to think that Cheetor had been killed in the explosion. He had never been especially close to the young Maximal, but it would be a pity to lose a comrade in such a way. At least, that's what he told himself.

"I see," Dinobot said slowly, but before he could go on there was a crackle and the base's central comlink came to life.

"Hey, base," said a voice that Dinobot had thought he wouldn't hear again for a long time, "I'm just approaching your coordinates. Mind opening the roof hatch for me?"

"Sure thing, Bird Lady," Rattrap replied, tapping a few buttons. The roof hatch over the command center hissed open.

Surprised, Dinobot frowned. "I thought Airazor was with Tigatron searching for stasis pods, far east of here."

"Yeah," said Rattrap, "But we called her back this mornin' to help us deal with the problem that landed in that ship. But of course you wouldn't know that, 'cause you was out getting' your skid kicked by a girl!"

"Why, you little-"

Dinobot was halfway through his lunge at Rattrap when a shadow passed over the room and Airazor came soaring in through the open roof hatch to land with a click of talons on the floor. Optimus held out a hand to stop Dinobot, who growled at Rattrap. Rattrap stuck out his tongue. Trust the vermin to take the mature approach.

Airazor transformed to robot mode and looked around at them all, a smile creeping to her lips. Dinobot saw her take in the scene before her: Rattrap cringing in his chair, Dinobot snarling at him, Optimus standing between them, and Silverbolt and Rhinox looking on with amusement.

"Bad time?" the female asked glibly.

"Actually, you couldn't have come at a better time," Optimus replied with a warning look at Rattrap, who shrugged.

Airazor immediately sobered. "Right. So what've I missed? And where's Cheetor?"

Optimus took a deep breath and proceeded to fill Airazor in on the day's events, right up to the explosion of the ship and the ensuing, unsuccessful search for Cheetor.

"So," Optimus finished, "This new 'bot said some pretty strange things. For example, she appears to have a severe case of amnesia. She doesn't remember her own name or her allegiance. She also appears to have a deep-seated fear of the opposite gender. Perhaps bad experiences. But we thought that, as a female, you could help find her and bring her around to our cause."

Everyone was silent for a few nanocycles.

"So," Airazor said slowly, "You called me up for this mission for the sole reason that I'm female?"

There was something dangerous in the falcon-bot's eyes that Dinobot didn't like. He automatically reached for his weapon.

Optimus cleared his throat.

"Yes," he confirmed, "We did. Please, don't mistake this as some sexist-"

"Oh no, Optimus, why would I think of this as sexist?" Airazor interrupted, her voice dripping sarcasm, "I see what you're all about now. And what if this poor girl doesn't react any differently to females than to males? What if she really doesn't have an allegiance?"

"What?" Rattrap blurted, "No allegiance? You've gotta be joking! Everybot knows that you're either a Maximal or a Pred, no in-betweens. Well, except for Choppafa-"

"No," Optimus sighed, holding up a hand to silence the vermin as Dinobot growled, "She's right. There's always been talk of neutral colonies in distant systems, that support neither faction. It's a popular rumor, but even if they did exist, surely they've all been raided or destroyed by now."

Airazor shrugged, still looking angry.

"Who knows? But it's a possibility, isn't it?"

A heavy silence prevailed.

"I'll go find your pilot, Optimus," Airazor finally said quietly, "But not for you. For her, because she's probably scared out of her mind right now. And if you're right, and Blackarachnia's got to her…" Airazor shivered, "Then she might be worse than scared. I'll keep an optic out for Cheetor, too."

With that, Airazor transformed and flapped out of the still-open roof hatch, clipping Silverbolt with her wing on the way out.

"So," Rhinox stated heavily as Silverbolt rubbed his shoulder indignantly, "That went well."

* * *

"Ugh," Airazor grunted disgustedly, "Just figures. The one time I think maybe I might have earned some tiny measure of respect…right back to this. 'Go find the female, Airazor 'cause you're a female, too. She's bound to listen to you.' That's great. That's just peachy." 

Airazor flew over the forest, gliding on the thermals from the last of the sun's heat. Her sharp falcon optics zoomed in on the forest floor as she soared along, canvassing the forested valley. The middle of the forest looked like a war zone. The place where the ship had been was a large, blackened crater and the trees had been scorched for hundreds of meters on both sides. The morning's rain had prevented the fire from spreading, but the explosion had still done some serious damage.

Airazor was angry. Of course she was angry. She had a right to be angry. She hated to admit it, but when Optimus had called her in personally, without Tigatron, she had felt a surge of pride. She had thought maybe he needed her flight skills to foil some aerial plot of Megatron's, or maybe he needed her sharp eyesight to do some long-range recon. She had assumed, not without reason, that Optimus had called her back because of her skills and prowess. Not because of her gender disposition!

In her fury, Airazor almost missed it. Zooming in closer, Airazor did a double take. There among the trees, glinting in the last of the sun's rays, was something that looked like blue metal.

"Hmmm," Airazor hummed to herself, "Looks like I may have found Cheetor."

Banking sharply, Airazor turned and wheeled downwards to get a closer look. It was definitely Cheetor, and he was lying sprawled half-hidden under a rock overhang. If she hadn't had her heightened falcon vision and if the sun hadn't been shining at just this angle, it would have been impossible to spot the transmetal form glinting in the light. No wonder Silverbolt hadn't found him.

But what was that leaning over him? It looked like a deer, and its jaw was moving. But what was it eating? There was no low-growing vegetation in that area of the woods.

"Unless it's not just a deer," Airazor thought out loud, coming in for another pass, "But that's ridiculous. Optimus said that she didn't have a beast mode when they found her. And yet…."

Airazor took a final swoop downwards, perching on the top branch of a tree above where Cheetor lay. The doe was still moving her jaw, but it was now apparent there was nothing in her mouth. Straining her audios, Airazor heard that the doe was indeed talking, but not to Cheetor. To herself.

"Oh, this is useless! It's been seven megacycles. He should have started self-repairs by now! Oh Primus, Cheetor, hold on…."

Airazor started at the strained sound of the deer-femme's voice. This must be the pilot everyone was looking for, and it sounded as if she had found Cheetor shortly after he had disappeared. Had she been here all afternoon, just standing there looking at him?

Making a split-second decision, Airazor lifted herself from her perch to flap quietly to the ground. The deer saw her coming and gasped, but like any deer she was frozen with fear and simply stood there staring as Airazor came in for a landing a few meters away.

Airazor folded her wings casually and waited. After a few moments the doe blinked and took a few steps back, but didn't flee. She peered curiously at Airazor for a few beats, as if trying to decide what to make of this large bird that had just intruded on her space.

"Hello?" she asked tentatively.

"Hi," Airazor replied. The doe jumped about a foot in the air and fled back another few steps, then seemed to collect herself. She turned around again to face Airazor, taking a defensive posture over Cheetor's prone form. 'Interesting,' Airazor thought with a smile, 'She's protective of him.'

"It's okay," she assured the girl, "I don't want to hurt either of you. But I would like to take Cheetor there back to base for repairs, and you too if you need it."

"I'm fine," the girl snapped too quickly, then cocked her head. "You're a M-maximal, then? Like him?"

"That's right," Airazor said politely, "My name is Airazor. May I ask yours?"

The doe paused for a few seconds. Airazor recalled Optimus saying the girl couldn't remember her name.

"Fleetshade," she finally said, "My name is Fleetshade."

Airazor would have smiled, if birds could smile. Fleetshade. Fleet shadow. It suited the deer form well, but the femme herself? She'd have to see.

Taking the introduction as a good sign, Airazor transformed to robot mode. Fleetshade's eyes widened, but she didn't move.

"Maybe you should transform too," Airazor suggested gently. Was the girl really that addled, that she didn't have the sense to return to a more powerful form?

Fleetshade looked down. "That's the problem," she said quietly, "I can't. I don't know how."

Airazor frowned. "You don't know how? All you have to do is speak your activation code, like I did. I'm a Maximal, so I say, 'Airazor, Maximize'."

"But I'm not a Maximal," Fleetshade responded patiently, "and I'm not a Predacon, either. When she gave me this beast mode, I didn't think about trying to get out…."

"She?" Airazor asked, already knowing the answer.

Fleetshade started. "Um, nobody. Just talking to myself. Forget it."

Airazor decided to let it go. Fleetshade had just said herself that she wasn't a Predacon, so even if Blackarachnia had tampered with her, the spider hadn't reprogrammed her. Airazor glanced at Cheetor's still form, and for the first time she grew wary. For all she knew, Fleetshade could have shot Cheetor, and was now waiting for her to let her guard down. She glanced around the trees; the forest was growing darker by the cycle. Was this a trap, an ambush?

"I'm alone," Fleetshade said acidly, bringing Airazor's attention back to the girl. The falcon-bot blushed.

"I-I'm sorry, Fleetshade," she stammered, "But you can never be too careful."

"Mhm. Can you help Cheetor? He's been like this for a long time now. I didn't know what to do, so I dragged him under here. I would have taken him back to his base, but I didn't know where it is, and I couldn't transform, and-"

"It's okay," Airazor assured the girl, who seemed on the verge of tears. How old was Fleetshade, anyway?

Airazor moved forward and knelt down beside Cheetor. His back half was badly burned, but otherwise he looked okay. No signs of shooting.

"What happened to him?" Airazor asked.

"He was caught in an explosion," Fleetshade answered, "His internal systems were badly damaged. I know enough about emergency repairs to probably fix him, but I'm useless in beast mode."

Airazor raised her optic arches. "And where'd you learn that?"

Fleetshade fidgeted. "I…lived pretty rough for a while, and had to learn to repair myself."

Airazor tamped down her curiosity with effort and turned back to face the girl.

"He should be okay until I get him back to base," she said, gesturing at Cheetor, "But first we should see about programming you an activation code."

Fleetshade tensed. "No way. I'm not getting reprogrammed. I'd rather stay this way."

"I wasn't talking about reprogramming you," Airazor assured the young femme gently, "But since you're neither Maximal nor a Predacon, you need to program some sort of activation code."

"Oh."

"How about something simple," Airazor suggested, "Like 'robot mode' or 'battle mode'?"

Fleetshade laughed shortly. "I'm not a battle bot," she said, "But the first one sounds okay."

Airazor showed Fleetshade how to program the activation code into her internal computer.

"Try it out," she urged.

"Fleetshade, robot mode," the girl intoned, and there was a whirring noise as the deer form unfolded to reveal Fleetshade's robotic form.

She was still small and slim, with an obviously feminine figure. She still had the thin, skin-like mottled black armor that resembled overlapping shadows. But her beast form had made small changes, such as the large, back-swept deer ears that remained on her head and the deer-skin colour that covered the back of her head, coming to a low widow's peak between large, shimmering optics that glowed like a deer's in headlights. The deer's back legs folded at the back of her thighs, the front legs doing the same with her upper arms. The deer head, minus its ears, rested on Fleetshade's back. Her fingers were long and thin and came to sharp points. A large swatch of deer-skin colour ran obliquely across her chest like a cross-shoulder shirt. Another large swatch ran over her hips and upper thighs. She also sported knee-high boots and wrist guards in a deep green colour.

Fleetshade gasped and look down, examining herself.

"Not too bad," she muttered. Airazor smiled.

"Thanks," Fleetshade said, "This is – fantastic!"

"I'm glad you like it," Airazor replied with a smile, "I should really be getting back with Cheetor."

"Right," said Fleetshade, stepping aside.

Airazor scooped Cheetor up, staggering under the cat-bot's dead weight. "Oof. Are you coming with me, Fleetshade?"

The deer-bot shook her head. "Sorry, but no. I'm more comfortable out here. I'll be fine." She smiled, an oddly bitter expression. "I don't _usually_ talk to strangers."

"I understand well enough the need to be outside the confines of metal walls," Airazor replied.

There was a pause as Airazor changed back to beast mode and maneuvered Cheetor so that she could carry him in her talons.

"What will you tell them?" Fleetshade asked suddenly. Glancing at the young femme, Airazor noticed that the girl was scared again.

"I'll tell them you're not interested in coming back to base," she said, "And if they have a problem with it, they can deal with me."

Fleetshade looked for a moment as if she might weep with relief.

"Thanks, Airazor," she whispered, then smiled. "If you ever need someone to talk to, you know where to find me."

The invitation, such as it was, startled Airazor, but pleased her as well. "Alright," she agreed, "And Fleetshade…be careful. Not everybody is as trustworthy as they appear."

Fleetshade's expression clouded over, but she retained her smile. "And not all prejudices are justified," the deer-bot replied, "If there's something I've learned in life, it's that no matter where a femme comes from or what she looks like, we're all built of the same stuff where it counts."

And with that, Fleetshade transformed to beast mode and bounded nimbly away into the forest, leaving Airazor with nothing more to do than flap into the air, bearing Cheetor in her talons and a lot of unanswered questions buzzing around in her processor.


	8. Loss

A/N: Thanks everyone for the reviews. After this the story will start to move faster, and I'll refer to things that happen in the show.

Wrath of the Femmes

Chapter 7: Loss

"Had enough yet, Rat Face?"

"Heh! You just watch the game, kiddo."

"Y'know, you're a sorry loser."

"That's 'cause I never lose."

Just then, Cheetor's optics widened as his player was suddenly ambushed by Rattrap's, whom he had thought was offline. Large letters proclaiming _Game Over_ flashed on the monitor. Cheetor groaned and Rattrap smirked, then leaned back and stretched. It was the middle of the night, and Rattrap had been on monitor duty when Cheetor had emerged from his quarters, plagued by one of his dreams.

Rattrap didn't like to admit it, but Cheetor's dreams gave him the heebies. It seemed every time the kid dreamed something would happen, it did. But when Rattrap had asked the subject of this particular dream, Cheetor had evaded the question. What could the cat-bot have dreamed of that he felt Rattrap couldn't handle?

Choosing to forget it, as was his way when something was out of his hands, Rattrap tapped a button and the screen which had displayed the video game changed to exterior view. Everything was still dark, but some of the shadows were gathering in preparation for dawn.

Yesterday had been the strangest day Rattrap could remember since…well, since the transwarp wave.

Maybe strange wasn't the word. Shocking, that was it. Shocking, because yesterday Dinobot had done something Rattrap could have sworn he didn't have in him anymore: he had betrayed the Maximals and given Megatron the golden disk. Then the big hunk of scrap had had the audacity to ask to rejoin the Maximals' ranks. Of all the things Rattrap would have suspected of Dinobot, this would be the least of them. He had been sure that the raptor was a Maximal now, no matter what. Now that belief had been flipped on its head, and Rattrap didn't know what to think anymore.

"What is this, a slumber party? Can I join?"

Rattrap was pulled out of his reverie by Airazor's smooth, feminine voice. He whipped around to see her outlined in the dim glow of the doorway, hands on hips. She was smiling that enigmatic smile of hers, and watching Cheetor and Rattrap with familial amusement.

"You're always welcome at my slumber party, Bird Lady," Rattrap said with a wink. "So long as you provide the entertainment."

"Honestly, Rattrap, how many times have I told you I refuse to engage in a pillow fight with-"

"Hey, 'Razor," Cheetor interrupted quickly, "have a seat. Me and Rattrap were just playing a game and…hey, you wanna play?"

Airazor regarded the cat-bot levelly for a few moments. The eagerness in Cheetor's optics was almost comical. "Just how many times did you lose to Rattrap that you have to compensate by beating me?" she asked.

Cheetor's face fell. "You don't want to know."

Airazor laughed, and Rattrap found himself smiling as well. He would never admit it out loud, but he really missed having Airazor around all the time. She had a perceptiveness that none of the males could match, and she was almost able to outdo him in a battle of wits.

After she had returned two days ago and given her report on the new female, Optimus had bid her stay a few days and rest before returning to Tigatron. She had hesitated at first, but the combined force of all the others (with the exception of Dinobot) urging her to stay had overwhelmed her in the end. And while yesterday had hardly been relaxing, (then again, what day here ever was?) Rattrap was glad she'd stayed. It was ridiculous, he knew, but having a femme around was strangely comforting. Putting that embarrassing thought out of his mind, he refocused on reality.

"So why're you up so late?" Cheetor asked Airazor as the femme rolled her chair over to the males. "Or should I say early?"

Airazor shrugged. "Couldn't sleep," she said, and for a moment Rattrap noticed a glint of something like fear in the bird-bot's optics. Then it was gone, leaving him to wonder if he had seen it at all. "What about you?"

"I couldn't sleep either," Cheetor answered, turning back to the computer monitor. He was obviously embarrassed to admit to Airazor that he had had a nightmare. Usually Rattrap would have teased, but he suddenly didn't feel much like teasing. Maybe he was just tired, he thought. Or maybe that ominous feeling that had suddenly seeped into the room was real.

"Something tells me," he ventured quietly, "that none of us'll be gettin' much sleep for the next little while."

* * *

Fleetshade awoke to bright sunlight filtering through the trees. She smiled and shifted slightly to stretch her long front legs, then got laboriously to her feet. The ground was comfortable, but today was a new day. 

Strange, she thought, how in just two days she had come to terms with the fact that she was stuck here on this planet.

Hey, she thought, there were worse places to be stuck. This planet was lush and green with an abundance of natural food and water. The sun was warm and bright but not too much so, and at night the single moon lit up a brilliant pattern of stars. This planet was beautiful; being trapped here wasn't a chore. And of course the presence of other Transformers, while slightly worrisome, was welcome. Even though they were a threat, having others of her own kind here was a relief. Yup, things could conceivably be a lot worse.

She had also gotten used to her deer form. Even though Airazor had shown her how to transform, she found she was still more comfortable when she could blend in with her surroundings. At first the odd urges the deer got, like the need to eat and drink regularly, had seemed odd. But Fleetshade had acclimatized herself to it, and had learned to take comfort in such primal, simple things.

By now she knew her part of the woods pretty well: she knew where the best grass grew and not to eat the bitter thorns that grew near the west valley wall. She knew her way to the stream where she could drink and splash around a bit to cool herself. She also knew where the big cats and bears lived, and what time of night they hunted. She had to stay wary of forest predators, especially since she was defenseless, even in robot form. The energon buildup she had stored in her system on Marajo had been completely depleted; until she found a way to restore it, if it _could_ be restored, she would take Blackarachnia's warning to heart and be careful not to let her guard down.

Perhaps the biggest thing she had to get used to was freedom. Here there was nobody to tell her what to do and when to do it, no schedule to keep, nobody to yell at her or beat her when she spoke or laughed. She had the run of the forest and its resources; she had time to admire the beauty of the land, to feel sunlight on her hide and cool water on her tongue. She could stay up all night and watch the stars, take naps during the day, eat when and what she wanted. It was glorious. And after so long in slavery, it felt sort of odd.

There was one new sensation that Fleetshade didn't like, and that was loneliness. On Marajo she had constantly been crowded in with hundreds of other slaves, with never a moment to herself. It hadn't been pleasant, but at least she'd never had to feel alone in her suffering. Now, with nothing but her own thoughts for company, she wouldn't have minded a few other 'bots around. Blackarachnia and Airazor had both promised to return but there had been no sign of them yesterday. Fleetshade had also seen nothing of Cheetor. Or, for that matter, any of the other Transformers that inhabited this planet. While the aloneness allowed her some space to explore on her own, she longed to hear other voices, if only so she could reply. It had been so long since she had spoken freely that she felt the need to do it all the time: she felt she could blather on for megacycles if given the chance.

But in her alone time Fleetshade found other things emerging that she had thought lost. Like memories of her life before slavery. Little snippets of memory from her early childhood kept coming back to her when she let her mind wander. She remembered the planet where she had lived, Bedon. She was shocked to remember how alike it was to the planet where she was stuck now. She remembered the village where she had lived, and her favourite cliff facing the ocean where she would go when she needed to be alone. She remembered her family in small bits: her mother's blue optics, her father's deep thoughtful voice, her older brother's indulgent laugh, her younger brother grinning up at her. Little things, but at least they were something.

Done stretching, Fleetshade padded over to the stream and bent over it to drink. Just as her tongue touched the water, something caught her eye. Her head whipped up and her keen deer optics scanned the forest.

There! Behind those bushes! Something was moving. Fleetshade tensed, ready to flee.

"Slag," hissed a barely audible voice, then the bushes rustled and something came out into the light.

The 'bot that emerged was quite possibly the most hideous thing Fleetshade had ever seen. It looked to have a vehicle mode like some sort of motorbike, with a multitude of glowing eyes on its front side.

"Don't run," it said in a raspy, wheezing voice. The sound made all the fur on Fleetshade's body stand on end. It was like the hissing of a nest of poisonous snakes, the crawling sensation of a million spiders down her back. "I'm not here to harm you. I wish to speak with you."

Finally, the deer's natural instinct to freeze when in danger passed. 'I've got to work on overcoming that,' Fleetshade thought as she prepared to run despite what he had said. This 'bot may not know who she was; after all, she looked like all the other deer in this forest. He may just be guessing she was really who he thought. If she ran now, he might assume she was just a deer. She turned to go, but his voice stopped her.

"I wouldn't do that if I were you. I've been tracking you since the other day, and I know you're who I'm looking for. Now you can either stay here and listen to me, or you can run. But be assured, I will catch you."

Fleetshade looked at the big brute and knew it was true. Even as a deer, she couldn't possibly outrun his vehicle mode. She sighed, defeated.

"What do you want?" she asked.

She couldn't be sure, but the hideous thing seemed to smile at her. "I want to talk to you. But not like this. Tarantulas – terrorize."

'A Predacon, then,' Fleetshade noted as the big ugly vehicle transformed into a big ugly robot. He was certainly imposing, and she found herself shrinking from him unconsciously. Then she caught herself and stood up straight. She was no coward.

He looked at her expectantly. "Well?"

"Fleetshade – robot mode," she said with a trace of reluctance.

Once she had transformed, feeling even more small and defenseless next to this towering male, she watched him as he looked her over from head to toe with a slow, appreciative glance. She shivered despite her best efforts.

"Where are your weapons?" he asked her.

"I don't – I don't display them until it's necessary." She wouldn't tell him she didn't have any. He smiled again; that greasy, self-assured smile.

"You don't have any," he told her, "But you do have firepower, am I right?"

Fleetshade blinked. How did he know that? Then she remembered: he said he'd been tracking her. She narrowed her optics.

"How have you been spying on me?" she demanded. He simply laughed. Not a nice laugh. "A good magician never reveals his secrets," he replied sleekly.

Now he was making her angry.

"Look, Tarantulas, was it? If you have something to say to me, say it. I don't appreciate being toyed with. I may not have weapons, but I can still blow you away. Did you see what I did to your friends Qu-Quickstrike and Inferno?" she stuttered a bit, trying to remember the names of the Predacons she had blasted a few days back. Hopefully Tarantulas didn't know she was currently out of juice.

Tarantulas snorted. "Those two blundering fools are hardly my friends," he said with clear disdain. "I wouldn't even call them my comrades. You see, my dear Fleetshade, I am in much the same position you are. I am interested not at all in this war that Megatron wages on the Maximals. My chief concern is getting the Pit off this accursed rock as, I believe, is yours."

"But you're a Predacon," Fleetshade countered, caught off balance by his easy deflection of her threat. "Shouldn't you be fighting with them?"

Tarantulas gave her a queer look. "I doubt that after my recent actions Megatron would welcome me at his side in battle," he said wryly,"unless he needed an extra target as diversion. No, I have no allegiance to either side at the moment. Which brings us back to the reason I sought you out. We are of a similar purpose, you and I. We are both caught in the middle of a war that holds no interest to us and we both want to get off this planet, am I right?"

He was. Fleetshade was okay with this planet, but she still wanted to get away and find her family. She nodded slowly, not willing to give away anything yet. There was something about Tarantulas she didn't trust.

"I thought so," he continued. "So here's my proposition. Today a lot of things are going to happen. The main reason for that is the aliens that pay us periodic visits have reappeared."

Fleetshade noted that Tarantulas said the word 'aliens' with the kind of affection one would reserve for a pesky mosquito.

"Aliens?" she repeated. "What do you mean aliens?"

"Aliens!" he shouted, causing her to jump back in shock. "The kind that are of unknown origin and form and seem to have an eye on this planet. Our presence here has perturbed them, and it seems they will stop at nothing to eradicate us!"

"No wonder," Fleetshade snorted, determined not to be fazed. "If I owned this planet and some bunch of troublemakers were burning my forests and making holes in my fields I would want them gone, too."

Tarantulas simply stared at her for a few nanos. "Yes, I'm sure," he said slowly. "As I was saying, my proposition is this: Your energon weapon may be just the thing to combat these aliens. Give them a taste of their own medicine, such as it is. If you work with me to get rid of the aliens, I will in turn provide you with a ride off of this planet."

Fleetshade blinked. "Wait, if you have the means to leave, why don't you just leave? You said yourself that you have no love for the Maximals or Predacons, so what's it to you if they get blown to the Pit?"

"That's beside the point!" Tarantulas raged. "I have a score to settle with the aliens, and so help me I'll settle it today, with your help or without it! So what say you?" His voice had returned to its previous oily state. "Do we have a deal?"

Fleetshade looked at Tarantulas. The 'bot was raving mad. Did he actually expect her to trust him?

"No," she replied airily, "I'm fine on my own, thanks."

Tarantulas narrowed his optics angrily and took a step toward her. Fleetshade stepped backwards and lost her balance, falling backwards into the stream. Tarantulas towered over her, a dark shadow against the green backdrop of trees. "I'd watch who you're speaking to like that, little one," he intoned menacingly, "or you might find yourself in a great deal of troub-ARGH!"

Just then, a shot rang out and Tarantulas pitched forward, right toward Fleetshade! She quickly scrambled to the side as he splashed into the stream, then she crawled out of the water to see Airazor standing a few feet away with one of her wrist guns smoking.

"You!" Tarantulas spat as he also crawled from the stream, sporting a bullet hole in his back, "I thought you had fallen off the face of the planet with that tree-hugging tiger!"

"Nope," Airazor returned, "but you'll be plastered to quite a few trees if you don't leave. Right now."

Fleetshade tilted her chin defiantly and tried to look as if Airazor's arrival wasn't a huge relief.

Tarantulas stared for a few moments at Airazor, who still had her arm leveled at him, then stared long and hard at Fleetshade, who stared right back. Without another word, he transformed to his vehicle mode and roared out of sight through the trees.

* * *

Airazor turned to Fleetshade. "What was that about?" 

Fleetshade bit her lip. "Nothing. He wanted me to-"

Just then, Airazor's comlink crackled to life, cutting off the rest of Fleetshade's sentence.

"Airazor," Optimus' voice called. "Airazor, come in."

"This is Airazor," the falcon-bot replied.

"We have a situation. Rhinox and Dinobot have just detected an alien signature in Grid Zeiram, and Tigatron's headed right for it. We can't contact him thanks to Megatron's jamming tower, which Rattrap and Dinobot have gone to destroy. Unfortunately it may not be down in time. Cheetor's flying out to Grid Zeiram to try to intercept Tigatron."

"I'm flying out too," Airazor said before Optimus could go on, a pang of worry searing through her circuitry.

There was a pause. "Fine," the commander finally sighed. "You're fast; maybe you'll reach him on time. I've got a bad feeling about this. Silverbolt and I will head out and join you as soon as we can."

"Right," Airazor replied. "Over and out."

She transformed to beast mode as quickly as possible, her spark pulsating wildly in her chest. An alien site! Nothing good had ever come of contact with the aliens, she thought, recalling the time she had been dragged half-unconscious from one herself. And now Tigatron was in danger!

"I gotta go," she said hurriedly to Fleetshade, who looked stunned. "I'll be back later."

And with that, she winged up and over the canopy, heading as fast as her wings could take her to Grid Zeiram and Tigatron.

"Please," she whispered to the wind, "please don't let me be too late!"

* * *

Blackarachnia leaned back in her control chair and yawned widely, staring sullenly at the monitor in front of her. 

"Monitor duty again," she groaned. Since the events of two days ago, she had not been in Megatron's good favors. Thus she had been assigned to monitor duty four times in the past forty-eight megacycles. "Being loyal to Megatron is sure boring," she remarked, flipping morosely through the screen views.

On the long-range screen, something caught her eye. Tarantulas! The spider hadn't been seen nor heard of since he had walked out on her two days ago, and now he had finally decided to come out.

"Hmmm….looks like Ole Gruesome has finally surfaced," she muttered to herself, zooming in on the map to show a visual of the spidermobile roaring along.

Suddenly, Megatron's voice rang out behind her, almost causing the femme to jump out of her chair. "Where?"

Had the tyrant heard her complaining? No doubt, Blackarachnia thought as she turned to look at him. Inferno came in behind Megatron, ever the purple 'bot's lapdog.

"The Royalty asked you a question," the drone snapped. "Answer!"

Blackarachnia shot the ant a repulsed look and motioned to the screen. "Grid Vaxon," she reported, "and moving fast."

Blackarachnia smirked as Megatron attempted to contact Tarantulas. As if he actually expected him to answer. It didn't surprise her at all when nothing came back but static. Not for the first time in the last few days, she wondered where Tarantulas had been hidden the last little while. Was it that the scheming slimeball was simply afraid to show his face at the _Darkside_ for fear of Megatron's wrath? No, Tarantulas was no coward.

She assumed he had found a new lair, but where? She'd suspected that that energon cave hadn't been trashed by the Maximals, but he hadn't been traveling from there. He had been coming from Grid Gamma, the forest valley. Blackarachnia's internals suddenly turned. Fleetshade. No. He couldn't have….

"Stay on him, Blackarachnia," Megatron was ordering, "and scan that entire Grid. Let's see what he's in such a hurry to get to."

Blackarachnia nodded and tapped in the instructions, aware of Megatron staring over her shoulder.

"If you're going to stand there and breath down my neck like that, at least go sit down," she snapped irritably. Megatron snorted but she felt him back off and go sit in his control chair. Inferno snarled.

"Do not speak to the Royalty that way," he roared.

"Yeah, yeah," Blackarachnia sighed. "So what am I looking for, anyway?"

"Anything that could be attracting Tarantulas' attention," Megatron replied. "He's after something, yesss. I want to know what."

"So do I," Blackarachnia murmured.

* * *

"C'mon wings, don't fail me now," Airazor murmured. She had flown as fast as she could to Grid Zeiram, and she was almost there. There was a queasy feeling in her gut; was she already too late? 

No time to doubt. No time for anything but forward motion. Go, go, go. The jamming tower wouldn't be down in time. She had called in to Optimus a few cycles ago and received nothing but interference, so it was still up.

Just ahead, she saw what looked to be a small gulley filled with lush green growth. It was beautiful, but it was strangely out of place among the barren desert-like land around it. That had to be the alien trap. The perfect trap to ensnare a nature-lover like Tigatron….

No. Can't think that. Can't think it. She would find him in time. She would get him out of there, and they would be together again. Had to get there, had to find him.…

Airazor focused on the ground hundreds of meters ahead, looking for anything that might indicate Tigatron.

There! A white form bounding toward the gulley. He was too close, too close. No! Airazor pushed her wings to the limit, but she knew she wouldn't get there before him. She watched through her sharp falcon optics as he transformed, striding toward the green life. Saw him bend to examine a small purple bloom. Saw the vines creeping up behind him.

So close now. So close. She could see so clearly now as the vines, with a life of their own, closed in around her love.

"No!" she screeched, not sure if the word came out or simply the shrill cry of the falcon. Didn't matter; he couldn't hear her. She was so close, yet so far away!

She called out again and again, and finally he heard her. His face swung toward her and he smiled, clearly thinking she was returning from her mission to him.

"Watch out!" she cried, but it was too late. The vines surged forward, wrapping themselves around Tigatron so swiftly he could do nothing to stop them.

"_Noooo!_" Airazor screamed as she heard him cry out in pain and fear. She was there, she was almost on top of him. Landing, falling, what did it matter? She dove down from the sky and hit the ground hard, skidding while she transformed.

"Airazor! No!"

"Hold on!" she cried, firing her wrist gun at the plants again and again, trying to avoid shooting Tigatron.

"Those aren't plants!" she screamed. "They're some alien trap! Hold on!"

But her shots were proving useless against the plants. Each time she blasted one strand away, three more would take its place. They squeezed Tigatron tightly and began to retract toward a huge lotus-like plant that stood in the center of the gulley.

"No! Tigatron!" Airazor ran forward, not knowing what she planned to do.

"Airazor, no! Stay back! Don't come near it!"

Airazor's optics widened as she spotted a few vines wrapping around her ankles. She shot them away and they didn't grow back, apparently satisfied with a single victim. She lunged forward and grabbed Tigatron's hand, one of the only parts of him not obscured by the vines, trying to hold him back. But the vines were stronger than she was, and continued to drag him upwards and toward the great plant behind them. She felt his fingers squeeze hers.

"Airazor," he rasped, the vines squeezing the breath out of him. "Get out. Save yourself. Find Optimus; warn him."

"I'm not leaving you, my love," she whispered, pressing herself close to him. A few of the vines around him grabbed at her, wrapped around her waist and legs, pinning her to him. She didn't struggle. Wherever they went now, they went together.

Suddenly, the roaring of jets was heard. They grew louder and louder, then stopped as something hit the ground behind them. The vines raised them up in the air, over the massive lotus plant.

"Airazor! Tigatron!"

It was Cheetor.

"Cheetor!" Tigatron called. She didn't know how he yelled so loud with the plants so tight around him, but somehow he found the strength of breath. "Cheetor! Grab Airazor!"

"No," Airazor sobbed, realizing she was crying. "No."

But Cheetor was there, pulling at her until the few weak vines that held her to Tigatron broke. Still she clung to her lover, her hand squeezing his in a death grip.

"Take care of her, Little Cat," Tigatron said to Cheetor, who snarled.

"Hold on, Big Cat," the youngster said fiercely, "I'll get you out, too."

"Too late," Tigatron responded as the vines around him began to glow. The glow spread until the entire huge plant he was attached to shone with an unnatural white light.

"Don't leave me," Airazor whispered through her tears.

"I'll wait for you, my love," Tigatron smiled at her, that smile she had grown to love. "Don't despair. I'll find you again."

And with that, Airazor felt his hand go slack. Cheetor pulled her away, flying backwards far enough away from the plant that when the beam of light shot up, enveloping Tigatron and carrying him away, they weren't caught in it.

Then it was quiet, so very quiet as the beam died away and the gulley settled again into a green paradise. The only sound was the gentle wind and Airazor's desperate, spark-tearing sobs as Cheetor landed on the soft groundcover. She fell away from him as he transformed to robot mode and collapsed to the ground, sobbing uncontrollably. He was gone. Gone, gone, gone.

She lay wrapped in her grief for only a few moments before she heard a shot, heard something fall beside her. Then there was a sharp pain and then only darkness.


	9. From Bad To Worse

Wrath of the Femmes

Chapter 8: From Bad To Worse

"You alright in there?"

"No."

Cheetor sighed and leaned against the doorframe. Airazor had been shut up in her quarters for three days now, and no amount of cajoling could convince her to come out. Something had to be done.

"I didn't want to do this," he told her through the thick metal of the door, "but if you don't open this door I _will_ blast it open."

"Cheetor…please, leave me alone."

"'Razor, we've all left you alone for three days. This isn't healthy. We want to help you, and we can't do that while you're locked away."

"You can't help me."

Cheetor let out an explosive breath. This was going nowhere fast. "Look, you're not the only one grieving, okay?" he said sharply, then bit his lip. He hadn't meant for that much emotion to show through.

There was silence from the other side of the door, then the sound of footsteps. The door slid open and Cheetor found himself face to face with a very haggard-looking Airazor.

She was in robot mode, but she still managed to look like a molting bird. Her optics were dim with exhaustion and grief, and her usually straight stance had drooped into an apathetic slouch. The feathers that framed her face were sticking out at odd angles and the patches of feathers where her beast mode showed were ruffled. She looked like scrap.

"Fine," she said, her voice thick and hoarse. "I'm sorry. I know you're all grieving too. I just.…" Her voice broke and her optics filled with tears, which spilled over to slide down her face. "I just can't…I can't deal with the world…I can't face anyone, anything without thinking of him," she sobbed.

Cheetor grimaced inwardly. He didn't have a lot of experience with femmes, especially crying ones. He didn't know what to do, what to say, or even _if_ he should do or say anything. This wasn't the Airazor he knew. This wasn't the smiling, confident, self-assured 'bot he had seen three mornings ago. This was Airazor's body, but it wasn't her in it.

Cheetor had been there when Tigatron had…he had seen it too. And he mourned the loss of his comrade and friend, as did the rest of the Maximals. But none of them had known Tigatron as well as Airazor did. She had loved him; that was plain to see.

He was still standing there awkwardly, trying to think of what to do, when she collapsed against him, sobbing uncontrollably. He wrapped his arms around her more to hold her up than to give comfort: she was beyond exhausted.

He patted her back awkwardly as she continued to sob against his chest, clinging to him. They were still standing like that when Rattrap came around the corner. The rodent started to grin wickedly, but Cheetor stared him down. 'Don't say a word,' his glare said. Rattrap's grin faded as he took in what Airazor looked like.

"C'mon, Bird Lady," Rattrap said softly, coming forward and prying Airazor off Cheetor, "Have you slept at all? No, I'd say not."

Rattrap glanced at Cheetor, who shrugged. Rattrap scoffed and shook his head in disgust. "Go tell Optimus she's out," he ordered, and Cheetor nodded, eager to do something useful. As he turned and clanked down the corridor to the control room, he heard Rattrap saying something to Airazor in a low, soothing voice Cheetor didn't know the short 'bot had in him.

Still marveling at this new side to Rattrap, Cheetor reached the control room and spotted Optimus.

"Hey, Big Bot," he said, drawing the leader's attention. "I managed to get Airazor out of her quarters. Thought you should know."

Optimus nodded and stood. "How is she?"

"Not good," the cat-bot said with a wince. "Rattrap's with her now."

Optimus chuckled. "'Not good' should about cover it, then."

As the commander brushed past him down the corridor that led to the crew's living quarters, Rhinox turned in his control chair. "Your turn on patrol duty, Cheetor," the technician told him.

"Aww, man," Cheetor complained, "can't it wait? I wanna talk to Airazor."

Rhinox shook his head. "You'd better go," he said. "I doubt she'll be up to talking much."

_Especially to you_, was the unspoken addition. Cheetor growled as he made his way to the lift. Of course everyone would want him out of the way. After his disappearance the other day, everyone had gone back to treating him like a dumb kid. He had finally been getting some respect from the older Maximals, and now one stupid mistake had cost him all of it.

He transformed to beast mode as soon as the lift stopped and took off running, igniting his jets. Once he was in the air, he felt marginally better. Flying always made him feel better.

He was just thinking maybe Rhinox hadn't been trying to get him out of the way after all when he spotted the gigantic stasis pod half-buried in a sand dune. He could just make out the big X marked on its lid.

Narrowing his optics, Cheetor flew in for a closer look and activated his comlink.

"Long-range recon report," he quipped. "This kitty's keen sense of discovery has uncovered a mondo stasis pod. But it's thoroughly thrashed; it plowed into a big load of residual energon. And it's branded with a big, bad lookin' X."

There was a pause, then Optimus' voice came over the line. It may have been the connection, but Cheetor thought the leader sounded unexpectedly harried.

"Just hang on. I'm on my way."

* * *

Megatron smiled as he listened in on the Maximals' interaction. He had picked up the signal on a mere lucky fluke and had discovered it was just the thing he needed to hear. 

"A new soldier?" the large Predacon mused aloud. "A big soldier, yesss."

The stasis pod had crashed about halfway between the two bases, which meant if he sent out troops now they would get there at around the same time as the Maximals. Cheetor was already in place, but he could be taken care of.

Turning, Megatron spotted Blackarachnia listening in on the transmission as well. Waspinator hovered nearby. Just the two 'bots Megatron needed. 'This must be my lucky day,' he thought ruefully.

Reaching under his control chair, Megatron retrieved the synch-pulse transmitter he had hidden there for just this purpose and brought the hand clutching it to clap Blackarachnia on the back, attaching it to her. He watched as the transmitter glowed for a moment then blended in with her armor, making it visually undetectable. He then addressed the she-spider and Waspinator.

"Blackarachnia! Waspinator! Prepare for a recruitment drive. Whatever this protoform is, I want it flying the flag of the Predacons…not the Maximals."

Waspinator buzzed happily at the prospect of a mission and Blackarachnia simpered. "Always eager to welcome a new comrade in arms," she purred, then beckoned to Waspinator, who followed her from the room.

After they were both out of sight, Megatron lowered his gaze to the left arm of his control chair, under which a tiny flashing light could be seen. He had caught sight of the audio bug earlier by chance and had been aware of the flashing ever since. After a few moments, the flashing stopped.

Megatron leaned under his chair and confirmed that the bug was indeed offline. Then he picked it up between his two fingers and examined it.

Tarantulas. Megatron growled as he ground the device to dust in his hand. He had no idea how Tarantulas had managed to bug the Predacon base, but he would have to discreetly check the rest of the place for other – infestations.

"Spiders spin their webs, yesss," Megatron muttered, pleased with himself. "But I spin them larger."

Turning to his monitor, Megatron took the time to go over the state of things. As far as he knew, Tarantulas hadn't left his lair for three days, ever since the catastrophe with the Metalhunter machine. The treacherous spider had foiled his plans then, and had the Predacon leader constantly on edge since. Megatron wasn't sure what Tarantulas' agenda was, but it certainly wasn't in tandem with his own, no.

Then there was the matter of the golden disk. Megatron had finally retrieved it, but he still wasn't sure what to make of it. Until he finished decoding the message inscribed around it, he would just have to be patient, even if the power the thing held was frustratingly close to being within his reach.

He also had reason to suspect that Blackarachnia had gained access to the codes he had already decrypted: the access codes to the Ark. He wasn't sure he liked that, but he wasn't going to act on it yet, no. Just in case he somehow lost the disc again, having her in possession of the codes could prove useful.

Then there was a new problem to consider. The ship that had crashed five days ago was completely destroyed, and intensive scans of the area had picked up no sign of its pilot. Megatron supposed the femme had been nearby the ship when it had exploded and was no longer a concern, but there was still that niggling doubt….

According to the reports Quickstrike and Inferno had given him, the girl had possessed a unique weapon: the ability to store enough energon in her system to damage those around her without any visible harm to herself. A weapon like that would be very useful to have on his side, yes. But he had yet to discover any evidence that the girl was still alive, and until he did there was no point in dwelling on it.

Megatron shook his head and returned his concentration to what was happening at the present.

"Computer," he ordered, "activate the audio transmitter linked to unit: Blackarachnia."

Leaning back in his control chair with a smug smile, Megatron settled in for the show.

* * *

Airazor was barely aware of Rattrap's firm but gentle hold on her arms, guiding her back into her quarters and down onto her bed. She was so tired she could barely hear what he was saying to her in a low, soothing tone. Only that it made her sleepy…and made her want to cry again. 

She closed her optics wearily and a few oily tears escaped them. She let out a weak sob, wondering why Rattrap was being so nice to her.

"Shh," he shushed her, wiping a stray tear from her cheek, "it's alright."

"No it's not," she whispered, wondering why her voice wasn't working. How long had she been in here, anyway? Cheetor had said three days, but that couldn't be right. She was stronger than that. She never let things beat her, defeat her. She wasn't some bimbo femme that locked herself away for days to grieve and feel sorry for herself! Surely she couldn't have been in here for three days: Tigatron would be ashamed of her.

She felt weight settle onto her bed and opened tear-blurred optics to see Rattrap sitting on the edge of her bed watching her, his gaze full of pity. No. She didn't want his pity! She didn't need any of them to pity her. All she wanted was to fade away and not have to hear them all with their hushed, sympathetic voices, like it was her dying and not…not….

Another sob escaped her, making her chest hurt. It had started doing that after…how long? How long _had_ she been here? Too long. Not long enough.

Cheetor had been there too, when it had happened. He had seen that alien plant take…. That was why she'd opened the door. Cheetor would understand. He was the closest thing she had to a brother, or a best friend. But Cheetor had left, and now Rattrap was being so nice to her… But he just didn't understand. She felt so empty.

"Airazor?"

Optimus. It was Optimus. No! Go away!

"Yes?" she croaked, suddenly wanting to be far away from the base. And _why_ wasn't her voice working?

"Cheetor said you were up. How're you holding out?"

Suddenly, Airazor got an idea. Ignoring Optimus' question she sat up quickly, knocking away the hand Rattrap had been using to absently stroke the feathers on her head. She blinked away her tears, the desire to cry no longer a priority. She had cried enough, so much that it hurt. Time was starting to come back to her: she really _had_ been in here for three days! What had she been thinking? Tigatron wouldn't have wanted this.

Tigatron had said to be patient, to wait for him. And wait she would, but not in this cold metal base. She had to get out, had to feel air beneath her wings. Had to go find the one 'bot that might just understand what it was she couldn't describe to the males. She had to talk to Fleetshade.

"I'm going flying," she announced, and stood up before Rattrap could stop her. Suddenly the whole room tilted and the floor came rushing up to smack her in the face. Fortunately Rattrap caught her before she hit.

"You ain't goin' nowhere, Bird Lady," he told her, "until you get some rest. And if I gotta shoot ya and put ya in the 'R chamber to do it, I will."

Airazor looked up and saw Optimus and Rattrap's faces swimming around over her. She smiled blearily, leaning hard on Rattrap. She heard him grunt as he tried to support her with one arm and figured maybe he was right: sleep sounded good. Fleetshade could wait a few megacycles.

The next few cycles were a blur as she crawled (well, was dropped) back onto her bed and shut off her optics. Distantly, she heard Optimus discussing something with Rattrap, then receding footsteps. Only one pair of footsteps. Opening one optic, Airazor saw Rattrap pulling up a chair and settling into it, watching her.

"You don't have to guard me," she said quietly. He jumped: he must have thought she was already asleep. Then he grinned his cocky grin. There was no pity in his gaze now; this was the Rattrap she knew again.

"Who said anythin' 'bout guardin' ya?" he said. "Can't a 'bot watch a femme sleep?"

"Yeracreeprattrap," she murmured and shut her optic. The last thing she was aware of before drifting into an exhausted slumber was Rattrap's chuckling laugh.

* * *

Blackarachnia held her head between her claws, trying but failing to get rid of the headache that had come on when she'd gotten back to base. She had spent the day wandering around a dark, creepy forest with a Maximal, and an irritating one at that. Then she finally got back to base to discover that Megatron has managed to capture half the immortal spark of the same _thing_ that kept trying to kill her all afternoon! Not to mention their esteemed leader was not pleased at how she'd interacted with said Maximal, meaning the big purple lump had bugged her somehow. She _hated_ when he did that! 

Now she was in her quarters with some much needed privacy, and she could barely think past the pounding in her processor. Lifting her head up carefully, she pressed a button on a nearby console that she had installed herself. It was a handy contraption: it was attached to a tiny camera positioned over her door so she could see what was going on outside, plus it had all sorts of other goodies, like the ability to find and remove almost any tracking device from her person.

A scanning plate popped out of the console and bathed her in a beam of green light. There was a faint stinging sensation in the small of her back, then a _clink_ as something fell onto the metal floor. The light winked out and the scanner receded. Satisfied, Blackarachnia pressed another button and a section of the wall slid closed, hiding the console.

She turned and picked up the device. 'Of course,' she thought. 'I was wondering why he slapped my back this morning. I figured he was trying to grab a feel, like normal.'

Suddenly very angry, Blackarachnia chucked the bug against the wall with all her strength. It shattered on impact, and as she watched the pieces settle to the floor she thought back on her day. Well no, she admitted in a small corner of her mind, she was thinking back on Silverbolt.

Oh, the 'bot was about as annoying as they come. Thought he was some knight in shining armor or something, like from one of those old human stories. She rolled her optics. And yet…. And yet he lacked all the traits that really turned her off in a guy. He didn't smell, he didn't try to cop a feel whenever he went by her, he wasn't a pompous, self-important saurian, and he wasn't a sadistic psychopath. In fact, he wasn't half bad as males went around here.

"Ugh," she said aloud. "I did _not_ just think that. What is my malfunction today?"

Sure she had had fun, but it was the fun that an evil femme was supposed to have with a naïve hero type. She had mocked him and led him on, then drifted away into the fog. And that was the way it was going to stay. Closed subject.

Too awake to sleep, Blackarachnia opened a compartment under her bed and pulled out a gadget she had been working on. But her heart just wasn't into tinkering right now. Her mind kept returning to those big, stupid golden optics looking piteously at her from the wrong end of a cliff. Throwing down her tools in frustration, she made a disgusted sound and stood up abruptly. She needed to go for a walk.

The base was quiet at this time of night. Everyone was either sleeping or pretending to watch the monitors, or had crawled into a shadowy corner to brood after another hard day of being evil-doers. Blackarachnia crept down the corridor that housed the crew quarters and into the main control room, heading for the hatch that would lead her out of the base. Megatron was nowhere to be seen and Waspinator was snoring loudly, sprawled over his monitor.

Blackarachnia let out a sigh of relief and jumped onto a hoverboard, trying to act like she belonged there. She was almost home free when she heard something stir behind her. Glancing into the shadows, she almost screamed when a big hulking form revealed itself to her.

"Just where do you think you're going?" the form said in a low, crooning voice. The voice had the edge of insanity that put Blackarachnia's nerves on edge.

"That's none of your business, Rampage," she snapped at the new Predacon, fully aware that the crab-bot could snap her in half if he caught her. _If_ he caught her.

"I don't think you're supposed to be out this late, she-spider," Rampage countered, still with that maniacal lilt to his tone.

"Oh please," she scoffed, "don't tell me you're going to be Mr. Loyal to Megatron, because we already have one of those, and it makes me sick."

Rampage smiled, but didn't answer her question. "I know because you're afraid," he said softly. "Afraid someone will catch you? What do you fear in the dark, she-spider?"

Blackarachnia barely suppressed a shudder. How could Rampage know that she was terrified of running into Tarantulas?

"I can sense it," the big 'bot whispered as if reading her mind, "I can sense your fear. I like fear, Blackarachnia. It gets me…excited."

This time she couldn't hold back the shudder that crept down her spine. She forced herself to remain outwardly cool, but his tiny smile told her there was no hiding her inner panic from this madbot.

"I don't have time for this," she said. "I'm leaving. Tell Megatron if you want; I don't care."

Blackarachnia forced herself through sheer power of will not to look back over her shoulder as she left the base to make sure he wasn't following her. Once she was outside she reverted to beast mode and scuttled away over the lava fields with no destination in mind, just letting her eight legs take her where they would.

Once out of sight of the _Darkside_, she breathed a sigh of relief. She had detected no pursuit, from Rampage or otherwise.

Otherwise meaning Tarantulas. Ever since the alien attack, he had been very quiet, keeping to his lair. For Blackarachnia it had been a welcome reprieve: she could pretend he had fallen off the face of the planet or something. Then he had resurfaced today.

She had toyed with him in the past, taunted him, lured him on. But always within reason; Tarantulas was not a 'bot you wanted as an enemy. Tarantulas was a grade-A sadist and a psychopath: not a good combination. His recent disappearance had only served to feed his insanity, and now he was after her.

He knew she had the codes. Well, that wasn't exactly true. He knew she had recovered _something_ from Megatron's datatracks before destroying them, but for all Tarantulas knew it could have been Megatron's secret diary. But Tarantulas wasn't stupid, and he had optics and audios everywhere. It was only a matter of time before he stumbled on a conversation or file somewhere pertaining to the Ark and put two and two together. And when that day came, when he knew exactly what he wanted from her, there would be no stopping him. And that scared her. It scared her silly.

Pictures popped up in her processor again: images left over from the time when she and Tarantulas had shared minds. She shook her head to clear it, receiving a fierce pounding for her effort. No, Tarantulas was not the kind of 'bot a femme wanted to meet up with in the shadows at night.

It took a few minutes to realize where she was headed: Sector Gamma. 'Yeah,' Blackarachnia thought, 'good idea, feet. What I need right now is a little girl talk.'

* * *

Airazor awoke suddenly from a nightmare with tears in her optics. Three guesses what the nightmare had been about. Wiping her face, she took deep breaths to calm herself, but ended up sobbing. The usual thought process of 'it was just a dream' didn't cut it this time; it hadn't been just a dream. Tigatron really was gone, and she really was all alone. 

It was dark in her quarters, but there were no portholes so it was always dark with no light on. For all she knew it could be midday.

How long had she slept? She seemed to think it was morning when Cheetor had convinced her to leave her quarters, but she couldn't be sure. She glanced to the wall, where Rattrap was asleep in her chair, snoring softly. It was nighttime then, she decided, otherwise he'd be awake.

Wide awake by now, Airazor remembered what she had wanted to do before falling asleep. She rose slowly, careful to be quiet lest she wake Rattrap. Every joint ached and her optics felt tender from crying. She managed to gain an upright position and didn't fall over, which she took as a good sign. She held her breath as the door slid open, but Rattrap didn't stir.

Walking on her toes to avoid making noise on the metal floor, Airazor snuck down the hallway, but not to the control room; she couldn't risk somebody being awake at the monitors. She crept the other way, toward the back escape hatch. Wrenching the handle open, she winced when the hardly-used hatch creaked loudly. The door was about twenty feet up from the ground, but that didn't matter. She reverted to beast mode and took off, flying through the cool night air in the direction of the forest valley of Sector Gamma.

Hoping fervently that Fleetshade would be awake or at least easy to find at this time of night, Airazor closed her optics and let her inner directional system tell her where to go, simply enjoying the feel of air under her wings and the smells of the earth. But somehow they didn't hold the same appeal as they had before. It was as if the joyful song of life had been quieted and the dirge of death chorused around her in the night, upsetting the constant balance she had learned to observe.

Airazor opened her optics just before she entered the valley and zoomed in on the ground with her keen night vision, looking for anything that could be a sign of Fleetshade.

She found the deer-bot easier than she would have thought, lounging in the middle of a meadow near the eastern valley wall. Winging down to ground level, Airazor was surprised when Fleetshade didn't even flinch, just turned to watch her with the wide, glittering optics of a deer. For a moment Airazor wondered if she had been mistaken and this was just another deer, but then the woodland creature smiled and stood.

"Airazor! I was wondering where you'd gone. You said you'd come back." The girl sounded hurt.

Airazor transformed to robot mode and sat down in the long grass of the field, her knees pulled up under her chin. "I know," she sighed. "It's…been a long week, Fleetshade." The deer made a sympathetic noise, but Airazor changed the subject quickly. "Say, why are you out here in the open at night? Isn't that a bit dangerous?"

Fleetshade shook her head. "The predators don't come out for another few megacycles. It's just barely dark: see, the moon isn't even above the trees yet."

Airazor scanned the skies and realized the girl was right. Of course, had Airazor been as alert as usual she would have noticed herself. She had become an avid star-watcher on her mission to find stasis pods. She and Tigatron had stayed up late many a night watching the stars and sometimes even naming them as it suited their fancy. Remembering those times Airazor felt the tears come again, but she blinked them back. 'No more crying,' she told herself firmly.

"Airazor?" Fleetshade was watching her closely. "Airazor, what's wrong?"

Airazor hesitated a moment. She had come out here to talk to Fleetshade, but now that she was here she had doubts. Would Fleetshade really understand better than the males, who were warriors? Fleetshade seemed so young, so inexperienced. What could she know about losing loved ones?

Then Airazor remembered some of the things Fleetshade had said when last they had met: "_I lived pretty rough for a while…" "If there's something I've learned in life, it's that no matter where a femme comes from or what she looks like, we're all built of the same stuff where it counts…"_

Airazor took a deep breath and started to speak, unable to stop once she'd started. She told Fleetshade everything that had happened since they'd last seen each other, everything that had run through her mind and how she felt so alone, so utterly empty. The girl listened patiently and quietly as only a fellow femme could, and the light of understanding and empathy shone in her brown deer optics.

"I-I loved him," Airazor finally whispered, tears running once more down her face. But they were no longer tears of bitterness and despair. These were tears of relief. This is what she had needed, to simply let everything out and admit what she had felt. She had loved Tigatron the way she had loved no other before and probably never would again. She couldn't have said that to any of the males, but here was a fellow femme who understood and somehow related to her feelings of love and loss and grief.

Fleetshade transformed suddenly to robot mode and crossed to where Airazor sat, throwing her arms around the bird-bot in a tight embrace.

"Oh, Airazor," she whispered, "I'm so sorry, I really am. I wish I could do something to help."

"You have," Airazot told her, wiping tears from her face for the last time. "I just needed to get it out, needed someone to listen. Thank you."

Fleetshade nodded sagely as she pulled away, suddenly looking older than she had before. After a moment, she spoke.

"When I was a child, I lived in a neutral colony on a planet called Bedon. It was a lot like this planet: organic. Once I found a small creature with a wound in its leg and I took it to the village healer, who said the wound was infected. If the infection spread, soon it would consume the creature and it would die. But the healer lanced the wound and drained the infection, then stitched it up and it healed clean. The creature made a full recovery and we released it into the wild again a few weeks later. I think what you needed was for something to drain your wound. It hasn't healed yet, and it will take time, but now it won't fester unless you let it."

Airazor smiled. "Exactly," she said. "That's a very good way of putting it, Fleetshade. How old are you, anyway?"

"It's hard to say," Fleetshade said hesitantly, looking away, "I've lived in a few different places, and I don't know how long a Cybertronian stellar cycle is. I left Bedon when I was ten stellar cycles of age by Bedon reckoning, and I lived on another planet for two hundred stellar cycles by their reckoning. How long is a Cybertronian stellar cycle?"

"Twelve decacycles," Airazor replied, thinking numbly that she had been right about Fleetshade's neutral heritage.

Fleetshade thought for a moment. "Then I suppose I'd be about twenty-three stellar cycles on Cybertron. How old are you, if you don't mind me asking?"

Airazor's mouth dropped open, but then she recovered herself enough to respond. "I've only been online on this planet for a stellar cycle or so, Cybertronian reckoning, but I was a protoform before that. I have no recollection of my previous life, but I'd say I'm about the same age as you."

Fleetshade smiled. "Surprised?"

"Yes, actually," Airazor admitted, "you seem younger at times, and older at others."

The deer femme's smile turned wry. "That's what happens when you're taken out of real society at an early age and have to learn life's hardships but not its subtler points."

Both females were silent for a few cycles, listening to the rustling of the trees at the meadow's edge and the croaking call of some night creature.

"Fleetshade," Airazor finally asked, "what happened to you when you left your colony?"

Now it was Fleetshade's turn to hesitate. Airazor sat patiently waiting as Fleetshade made her decision. The neutral femme opened her mouth to speak, but before he could say anything a shot rang out in the night and Airazor felt something go whooshing by her head.

"You!" called a familiar voice from the edge of the woods. "What are you doing here, Maximal?"


	10. Truce

Wrath of the Femmes

Chapter 9: Truce

Airazor stood and cocked her wrist gun, pointing it in the direction of the voice. "Show yourself, Blackarachnia," she ordered.

There was a moment's pause before the she-spider stepped from the shadows of the trees, her missile launcher pointed at Airazor.

"I'm warning you," Blackarachnia growled threateningly, "I've had a very bad day and I'm just raring to shoot something. But if you leave right now I'll try to control myself."

"Oh, by all means," Airazor shot back heatedly, "make my day."

"With pleasure," Blackarachnia snarled and was just about to squeeze off another missile when Fleetshade popped up between the two, her arms held out to each side in a warding gesture.

"Hey!" she yelled. "Cool it, girls. I don't care what you do on the battlefield but there'll be none of that around me!"

To Airazor's surprise, Blackarachnia stepped back and addressed Fleetshade.

"I told you that you were too trusting, Fleetshade. Just because Airazor's a female doesn't mean she won't try to reprogram you – or worse."

"Hardly!" Airazor yelled. "You're the one who would twist her to your own treacherous schemes, spider!"

"Enough!" Fleetshade screamed. "Blackarachnia, Airazor does _not_ want to reprogram me! Airazor, remember what I told you about what I've learned?"

Airazor shook her head, her arm still leveled at the spider-bot. "Fleetshade, sorry to break it to you, but some femmes just aren't made of the same material as you and I. And _she's_ one of them!"

Blackarachnia made a very unladylike noise. "What's _that_ supposed to mean?"

Fleetshade made a frustrated gesture. "Don't you understand?" she yelled. "Blackarachnia, what has Airazor ever done to you? Not her faction, but _her_?"

Blackarachnia thought for a moment. "She punched me," she finally said. "Knocked me out. Right before the transwarp wave."

"Yeah," Airazor admitted, "'cause you insulted my leader!"

Fleetshade nodded. "And Airazor, what has Blackarachnia ever done to hurt you?"

"She's shot at me lots of times!"

"In battle?" Fleetshade guessed. Airazor nodded. "That doesn't count. So what you're saying is despite the fact that you belong to different factions, you have nothing personal against each other?"

"But Fleetshade, she's a _Predacon,_" Airazor insisted. "She's evil and manipulative and treacherous. She'll stab you in the back!"

"And she's a Maximal," Blackarachnia returned. "She's prejudiced and self-righteous and she'll reprogram you because she thinks their cause is holier than Primus!"

"What proof does either of you have of any of that?" Fleetshade asked, looking frustrated. "Airazor is here because she's had a hard week and she needed somebody to talk to. Why are you here, Blackarachnia?"

The spider looked momentarily stunned. "Same reason," she said quietly.

"See?" Fleetshade said, her tone pleading, "it's like I said. It doesn't matter what faction a femme belongs to, where she comes from, what she's been forced to do, she's still a femme and where I come from females stick together when nobody else will!"

Airazor looked at Fleetshade's face and realized the girl was close to tears. With a final glance at Blackarachnia, Airazor lowered her weapon and went to put her arms around Fleetshade, who pulled away.

"I don't care what you two do to each other in battle," the neutral femme continued, addressing Blackarachnia as well, "but I'll have no part in it. So either call a truce while you're here, or leave."

Airazor looked up and saw Blackarachnia staring into the forest with a fearful expression, as if realizing just now that the three females had been making a lot more noise than was prudent. Then the spider-bot sighed and put up her weapon.

"Fine," she sighed, looking at Airazor. "Truce. But only because I might need to use you as a shield."

Airazor smiled and stuck out her hand. As a Maximal, it was in her programming to accept a truce if one was offered. "Fair enough. But you have to tell me what I'm shielding you against, _Predacon_."

Blackarachnia stuck out a claw and pinched Airazor's fingers – hard. "Fair enough, _Maximal_."

Airazor stepped back and looked over at Fleetshade, whom it seemed was suddenly trying hard not to smile.

"Primus, you two are the most stubborn 'bots I've ever met!" the deer-bot blurted, dissolving into giggles.

The tension broken, Airazor joined in Fleetshade's laughter. She had to admit, their situation was funny. Blackarachnia looked at the two of them like they had had their logic circuits cut for a cycle, then cracked her own hesitant smile.

'She's really pretty when she smiles,' Airazor thought with a jolt. 'I wonder why she doesn't do it more often?'

And all of a sudden, Airazor realized that Blackarachnia may be a Predacon, but she was also a female. A female trapped in a base with the other Predacons, who were all less than honorable characters. Her laughter died as suddenly as it had come.

"So why _are_ you here, Blackarachnia?" she asked.

* * *

Blackarachnia's smile was wiped away in an instant. She glanced back over her shoulder into the trees; she kept getting the feeling she was being watched. All the yelling the three of them had been doing would have woken the dead, and if Tarantulas or Rampage was following her.... Maybe it would be best if she just headed back to base, before she led the male Predacons right to her – and to Fleetshade. 

Blackarachnia was surprised to find herself thinking protective thoughts about the deer femme. She told herself that it was to further her own plans: Fleetshade was a powerful ally with her energon weapon and her ability to go undetected. She wouldn't let herself admit that she was starting to think of Fleetshade as a friend. 'Predacons don't have friends,' she told herself sternly, 'they have temporary allies. So stop being foolish.'

"I don't think I'm going to discuss that in front of a Maximal," Blackarachnia said primly in response to Airazor's question. "In fact I think I'll head back to base now, since you two look so cozy."

Fleetshade frowned. "What's in the forest, B?" she asked.

B? Blackarachnia raised an optic arch. She was never one for nicknames, but somehow when Fleetshade said the initial it sounded…right.

"Nothing," she said quickly, startled at the perceptiveness behind the girl's question.

Fleetshade raised her own optic arch. "B, Airazor won't say anything. Will you, Airazor?"

Blackarachnia turned to look at the Maximal. She didn't really know much about Airazor, save that she was the only other female in the Beast Wars and that she had disappeared a while ago, apparently on some mission to collect stasis pods. Blackarachnia had assumed her dead, swallowed up by that alien plant, but apparently not. Could she really trust this femme who was supposed to be her enemy?

"Depends," Airazor was saying. Fleetshade had asked the question, but Airazor was addressing Blackarachnia. "Does it have anything to do with evil Predacon plans to take over the planet and melt the Maximals to scrap? 'Cause then I might want to let one or two of my teammates know."

Blackarachnia had to smile at the bird-bot's choice of words. It sounded so much like what she would have said. Perhaps Fleetshade was right, she mused. Perhaps she and Airazor weren't so different after all.

"Not exactly," Blackarachnia replied slowly.

Fleetshade snorted and reverted to beast mode, then rolled over in the long grass.

Airazor plopped down on the ground as well. "Then I can keep a secret."

The female Predacon looked down at the only other femmes on this planet and thought, 'What the Pit. If the Maximal laughs at me I'll toast her, I don't care what Fleetshade says. And if she understands…. Isn't that what I wanted? For someone to understand?'

And with that, Blackarachnia lowered herself into the grass and, after a final furtive glance into the trees, proceeded to tell the other femmes about her day.

If she expected them to laugh, she had been mistaken. They both watched her seriously as she told them about what Rampage had said to her. Fleetshade shuddered.

"You think he might be following you?" Airazor asked.

"Yes," Blackarachnia admitted. "Him or Tarantulas. Or maybe both. Heck, I've got a whole collection of creepy, sadistic males waiting to pounce on me! What can I say? I'm just such a charmer."

"That's not funny," Fleetshade said quietly, staring into the woods. The night had settled in completely, and the waxing gibbous moon had risen above the treetops, casting long shadows over the meadow. "That's not funny at all."

The three females were silent for a few cycles. Blackarachnia was listening to the trees at the meadow's edge, waiting for a crunching footfall or rustling of branches that would mean she was found. She still couldn't shake the prickling sensation of being watched.

It was Airazor who finally broke the silence. "Fleetshade, you were about to tell me before we were interrupted," the Maximal glanced at Blackarachnia, "what happened to you after you left your colony?"

"Colony?" Blackarachnia repeated, confused. Both warriors looked inquiringly at the deer, who winced.

"I suppose you should know," she said. "You two have told me your stories; I might as well tell you mine."

* * *

Fleetshade hesitated another cycle. If Blackarachnia and Airazor knew she was a slave, would they still help her? Only one way to find out. She took a deep breath and began: 

"I was created in a neutral colony in the Carron nebula, on a planet called Bedon. It was an organic planet, much like this one. My mother, as I recall, was a botanist, my father a biologist. I don't remember much else about them, nor of my two brothers. I was ten stellar cycles old when a band of slavers came and destroyed my colony. Those who were physically able were taken prisoner, the rest were killed. I was separated from my family and taken to the desert planet of Marajo to work as a slave in the energon mines.

"I was considered less than the lowest creature as a slave. I was given a number upon my arrival and stripped of my name, belongings, and the right to speak, laugh or live unless the Masters saw fit. I was put into a barracks and given a space on the floor in which to recharge. I was forbidden to interact with my fellow slaves, who were all female. All the slaves on Marajo were female, because the Masters considered us weaker and more pliant than males. We were all in such close quarters that it was hard not to interact with the others, and I was beaten countless times for misbehavior before I finally learned to keep my peace.

"Work in the energon mines was grueling and physically demanding, and for a young femme it often proved impossible, earning me more beatings. Not to mention for the first ten stellar cycles or so, I was in a constant state of energon overload, sick and often too weak to work. I was beaten and starved as punishment, and sometimes put into isolation, which was worse than being packed in like livestock because in solitary confinement you were all alone with your pain.

"Finally, after almost eleven stellar cycles Marajan time – which are approximately one point five decacycles; Marajo orbits very close to its sun – the energon sickness started to subside. The beatings stopped for a while, because I was able to keep up with the other slaves. The continual exposure to energon had stopped making me weaker and I began to grow stronger physically. But not strong enough. I was still beaten occasionally, often for no reason at all, and that wasn't the worst of it. The Masters had to make sure we were constantly in fear of them, but they couldn't hurt us badly enough that we couldn't work. So they yelled at us, locked us up, raped us. They broke our minds and spirits – or so they thought.

"Over time, my tolerance to large amounts of raw energon kept getting greater, as did my physical strength from manual labor in the mines. I think the thing about me is that I never gave up hope: never let the Masters lead me to believe I was nothing. I knew I had to keep my mind as sharp as my body, had to never lose that hope. I knew I had a family out there somewhere, and I promised myself that one day I would escape and find them. So I lived day to day, each day growing more and more determined to break free.

"I think it was around my fiftieth stellar cycle on Marajo that I finally learned how to communicate with my fellow slaves. We were allowed to speak to one another but rarely, and those precious few times were guarded closely, so we couldn't say what we wanted to. A lot of how we communicated was facial expression, lip reading and gestures. At night, when we were all packed into one tiny room, we started to get to know one another using the most primitive of languages.

"Not all the slaves were neutral, like me. Some were Maximals, some were Predacons. It didn't matter. We were all treated the same and we all reacted the same way. It's amazing how little a programming chip matters when you're stripped of everything but basic survival instinct.

"It was during my one hundred-eighty-third stellar cycle as a slave that I discovered exactly how we would make our escape. I noticed one day while in the mine that the energon buildup that usually accumulated throughout the day wasn't affecting me at all, but was actually making me stronger. I felt it like a living thing in my circuitry, lying in wait, and I suspected that I could control it.

"I hardly dared at first, but over time I started to experiment. Just little things, like pressing my finger to the wall of the mine and watching the rock glow with released energy. I would practice shifting the energy to different parts of my body: first my hands, then my feet, then my chest, my head. Every day the amount of energon I could store grew greater. I found out that the other girls were experiencing similar effects, and together we planned our escape."

"I had just completed my two hundredth stellar cycle on Marajo when the time came to act. It was the end of the work day, and the Masters were just leading us up from the mine shaft and into the barracks. We were led in a single file line, one after the other. I was to give the signal.

"I waited until we were all halfway between the mine and the barracks, on open ground. On my word, every slave in line halted and held out their hands for the others to take. We joined into one long line and called up the energon we had stored in our systems, building it all into one giant surge. Before the Masters could do anything to stop us, we released the surge and wiped them out. It was mass confusion, but the Masters stood no chance against our wrath. I used the carnage to cover my escape in a hijacked transwarp shuttle, hoping to get off Marajo and somehow find my family.

"I managed to get off Marajo, but once I entered transwarp space I fell into a wormhole and came out near this planet, the transwarp drive busted. I was hit by a flying piece of wreckage and then I crashed here.

"And that's my story."

Fleetshade had been looking down at her front hooves the whole time she'd been speaking, and when she looked up she saw two shocked pairs of optics staring at her.

'They're unsure what to make of me,' she thought dismally. 'Now that they know I'm nothing more than a slave, they're rethinking helping me.'

Blackarachnia was the first to speak. "So that's why you dislike males so much," she said, "and trust females explicitly."

Fleetshade nodded.

"Oh, Fleetshade," Airazor said softly, "I'm so sorry."

"For what?" the deer asked. Whatever reaction she had been expecting, it wasn't an apology.

"Everything," the Maximal replied. "For my own ignorance, mostly. I assumed things about you that I shouldn't have. And I'm sorry about you being stuck here; it must be maddening not to be able to find your family."

Fleetshade tried to hide her shock. Airazor wasn't acting any differently, even though she knew Fleetshade was a slave!

"That's not your fault, Airazor," she said.

Turning to Blackarachnia, Airazor started to say something – then realized the spider was gone. "Hey, where'd she go?" Airazor asked.

Fleetshade lowered her head in shame, feeling lower than primordial slime. "Probably couldn't stand the idea of being around me any longer," she mumbled.

Airazor growled. "Slag. That scheming spider! More likely she's gone back to her base to tell Megatron everything you just said about how you got your weapon. I tell you, you can't trust a Pred-"

"Hey!"

Fleetshade and Airazor's heads snapped toward the edge of the forest, where Blackarachnia had reappeared holding something in her outstretched claw, as if it repulsed her.

"I heard that, Maximal," Blackarachnia snarled at Airazor, who frowned. "And no, I didn't leave. I found out why I've been feeling like I'm being watched. Take a look at what I caught."

With that, Blackarachnia hurled her catch at the other two femmes. Fleetshade caught it without thinking and placed it on the ground. It looked like a small probe of some sort, and it reminded her of something….

"Slag," Airazor cursed, with feeling. "Tarantulas."

Fleetshade gasped. The little spider-like creature indeed reminded her of Tarantulas in its colouring.

"It's one of his arachnoids," Blackarachnia confirmed, stomping over with a look of mixed anger and disgust in her optics. "I found it lurking at the edge of the woods, listening to everything we were saying."

"So _that's_ how he's been spying on me," Fleetshade said without thinking, mentally slapping herself on the head. "Of course!"

"He's been spying on you?" Blackarachnia asked quickly, turning to stare at Fleetshade so fast the doe recoiled in shock.

"Yeah," Fleetshade muttered shyly, eyeing the arachnoid with distaste. "He cornered me the other day and asked if I'd be interested in joining forces with him. But the way he said it sounded like he wanted more than my allegiance, if you know what I mean. And he sounded crazy."

Blackarachnia snorted. "I'll say," she said grimly, poking the arachnoid. "Knowing Tarantulas, he probably wants to put you on his lab table and take you apart to see how you tick, then piece you back together and use you and your energon weapon to take over the planet."

Fleetshade swallowed roughly as she gazed at the little probe. The light on its front side was extinguished and it wasn't moving thanks to Blackarachnia's cyber venom, but it was beginning to scare her anyway.

"I don't much like the sound of that," the neutral femme said weakly. "What should I do?"

"There's bound to be more of these critters out there," Blackarachnia reasoned. "He would have backups in case one went offline." The spider suddenly shivered. "No matter what, I'm not letting Tarantulas get his twisted claws on you. I know him better than anybody, and he's about as sick as they come. You think what your slave masters did to you was harsh? That's nothing compared to what Tarantulas can think up."

"So what do we do?" Airazor asked the spider, worry in her brown optics. Fleetshade glanced between the two warrior femmes and realized with a touch of surprise that they seemed determined to protect her, even if it meant working together.

"Why are you two doing this for me?" Fleetshade blurted, "I'm just a slave; I'm not even worth the bother!"

Airazor slanted a look at the deer-bot. "Don't be stupid, Fleetshade," she said. "You can't expect us to hear your story and think of you as just a slave. You're a stronger 'bot than even you know. The fact that you told us at all indicates a lot of trust in us, and who'd we be if we didn't earn that trust?"

Fleetshade had to smile, awed and touched at the bird-bot's compliment. Was that the Maximal programming talking, or the femme?

"Thanks," Fleetshade whispered, her voice choked with emotion, "How 'bout you, B?"

The Predacon femme rolled her optics. "Hey, I don't buy into that Maximal honour stuff. I need you around 'cause you're useful, Fleetshade. But I guess when you have enough people believing the best in you, you start to believe it too. That and the fact that I wouldn't wish Tarantulas on my worst enemy, let alone you."

Airazor nodded, apparently satisfied. "So I ask again: what do we do?"

Blackarachnia sighed and poked the arachnoid again. Fleetshade watched the two of them: Airazor, so recently touched by her own tragedy, with worry in her optics. Blackarachnia, who danced the knife's edge of safety and bravado, trying to protect a femme she barely knew. And for what? What had Fleetshade done for them, that they would help her so readily?

"I know you're gonna hate to hear this Fleetshade," Blackarachnia finally sighed, "but I don't think you're going to be safe in the woods any more, at least for a while. You're going to have to migrate, and I don't mean fly south. I'd tell you to come back to the Predacon base with me, but we can all imagine that would be much worse for you than staying here. So…Airazor….?"

Airazor nodded. "She could come back with me. Would you do that, Fleetshade?"

Fleetshade froze. The last thing she wanted to do was leave her forest and go to live with either faction. Oh, Airazor had assured her no harm would come to her at Maximal hands. But what if, once they had her at their base, they decided she was valuable to their cause and decided to reprogram her? She couldn't defend herself in her current energon-deprived state, so what could she do?

But then again, she thought, that was only a _maybe_. If she was caught by Tarantulas, which she definitely would be if she stayed in the forest, it was almost assured that he would use her for his own schemes. The same went for the Predacons.

'Caught between a rock and a hard place,' she thought grimly. Finally she let out a long breath and nodded. "Seems like it's my only option, eh?"

Airazor smiled sympathetically. "Seems like it. I promise you won't come to any harm while you're there. Hey, I bet you Cheetor will be happy to see you, and Optimus has been wanting to meet you. And you'll have fun with Rattrap."

The two warriors suddenly grinned wickedly and exchanged glances, and Fleetshade wondered just who this Rattrap 'bot was.

"Are you sure?" she asked Airazor. The falcon femme nodded emphatically, suddenly looking excited. Fleetshade laughed. "Okay, okay. I'll come, but only until it's safe in the woods again."

"That's my job," Blackarachnia put in, her face set. "I've got to face Tarantulas eventually, and it might as well be about you."

"B, don't," Fleetshade warned. "It's not worth it. If you put yourself at risk for me I swear I'll knock you to the next planet!"

Blackarachnia just gave the doe a withering look. "Fleetshade, I'm at risk every time I walk into the Predacon base. It's our way of life, and I like it, so don't worry about me. I know how to handle Ol' Gruesome; Primus knows I've tangled with him enough over the decacycles."

Airazor nodded and stood. "You can take care of yourself, I'll give you that, Blackarachnia. Or is it _B_? So our truce stands for now?"

"Only if you never call me that again, _Raze_." Blackarachnia mocked as she stood.

Airazor laughed and started to rise as well. "Fine, fine. I understand. It seems we have a lot to learn about each other, Predacon."

"Guess so, Maximal."

Watching the two warrior femmes, it was like they were squabbling sisters and not wary enemies, thought Fleetshade with some amusement.

The neutral 'bot stood up and transformed to robot mode as Airazor changed to beast mode. The falcon grabbed one of Fleetshade's upper arms in each of her talons in order to carry her to the Maximal base. The moon was already on its way back into the trees, and dawn was only a few megacycles away.

"Oh, B," Fleetshade said quickly as Airazor prepared to take off, "that sack of stuff you gave me to hide is under the hollow oak a few hundred meters west of this meadow. The entrance to the trunk is under the fern bush. And take the northern trail out of the valley: it's the best-lighted. Just in case."

Blackarachnia looked shocked and at all this information, but nodded. "Thanks, Fleetshade."

"Any time, B."

Fleetshade watched Blackarachnia wince at the nickname as Airazor let out a screech and took off skyward, pumping her wings to gain altitude with her charge dangling from her talons.

Fleetshade fought not to look down; she hated heights. "Please don't drop me," she said breathlessly, not sure if Airazor would hear her over the wind rushing by them.

Airazor laughed. "Not a fan of heights, Fleetshade? I don't recommend letting Cheetor take you for a ride, then. He can get…overzealous, and doesn't always think about whether his rider is still hanging on after one of his loops."

Hoping with all her spark that she would find the welcome Airazor seemed to think awaited her at the Maximal base, Fleetshade tried to relax and enjoy the ride.


	11. Flirtation

A/N: Thanks to everyone who's reviewed my story so far. A special shout-out to DarkXeno for his faithful reviewing of every chapter. Yes, I know exactly what it's like to feel as if you can relate to a fic, even though nothing of the sort has ever happened to you. Thanks for your reviews, everyone.

Wrath of the Femmes

Chapter 10: Flirtation

Rattrap awoke with a start, springing out of the chair he had fallen asleep in. Not sure what had brought him out of his sleep, he un-holstered his pistol and looked around Airazor's darkened room.

"Slag," he muttered. The recharge bed was empty and Airazor was nowhere in sight.

Rattrap sighed and tried to keep from flying off the handle. She was missing from her room. That didn't mean she'd flown off somewhere. For all he knew she was in the control room, sitting up telling dirty jokes with Silverbolt.

Well, he amended, not dirty jokes, as Silverbolt was too prudish for such things.

Working a kink from his neck, Rattrap remembered why he didn't like to fall asleep in chairs. He backed out of Airazor's room, intending to check the command center. But as he turned to go down the hall, he heard a noise like a creaking door behind him. He swung around, his pistol held in front of him.

Airazor gasped and jumped back, and the animal behind her let out a frightened screech.

"Rattrap, calm down," Airazor said, "it's me."

"Yeah," Rattrap agreed, "you and that thing. What is that?"

Airazor gave him a scathing female you're-being-insensitive look, which he ignored. He always ignored those looks, which explained why he got slapped a lot back home.

"It's a deer, Rat Brain," she said, hauling the thing out from behind her. "And she's also the femme that I was telling you guys about. She just feels more comfortable in beast mode. Fleetshade, meet Rattrap. Rattrap, Fleetshade."

The deer nodded. Rattrap remembered Airazor telling the Maximals about this femme after her ship had crashed the other day, how Fleetshade wasn't interested in joining the Maximals or the Predacons. Rattrap had considered that a bunch of slag then, and now he wondered if this femme wasn't just a Predacon spy taking advantage of Airazor's trusting nature.

"I thought you said she wasn't interested in joinin' our side?" Rattrap asked suspiciously. "Changed her mind, has she? Found out that the Preds can make life real uncomfortable when you-"

"Shut up, Rattrap," Airazor said sharply, cutting him off. "Fleetshade is _not_ joining the Maximals. She just needs a safe place to stay for a while."

"What's wrong with the woods?" Rattrap shot back, suddenly realizing Fleetshade was also the female that had knocked him, Silverbolt and Cheetor out for no reason almost a week ago. "She seemed content enough to sit there on her skid making energon storms a few days ago!"

Another _look._ Airazor was sure good at that look. Rattrap wondered briefly if Tigatron had ever been on the receiving end of that look, then mentally reprimanded himself.

It was then he noticed that Airazor was looking a lot better, no longer grief-wrought and depressed. If Rattrap didn't know any better, he'd say she was the old Airazor again.

Rattrap took a good long look at Fleetshade, sizing the deer up. Was this new femme responsible for Airazor's change in attitude?

Telling himself he'd try his best to find out all he could about the girl later, Rattrap motioned toward the command center.

"Well, c'mon then. The bird-dog is on monitors, but everyone else should be up soon, and they'll wanna greet our – 'guest'."

He then turned on his heel and led the two females to the control room, where Silverbolt was waiting for them with raised optic arches. He saw Rattrap first.

"What was all that yelling ab – oh, who is this?"

Silverbolt caught sight of Fleetshade mid-question and his optics widened.

"Henh," Rattrap responded, "Airazor decided to go for a late-night excursion and brought one of her little friends home. You wanna do introductions, 'Razor?"

Airazor drew herself up and scowled at Rattrap's choice of words. Again Rattrap ignored it; he had grown use to scowls and frowns and being told to shut up around here. He spoke his mind and more often that not, his suspicions had some ground to them.

For instance everyone had thought he was wrong about Dinobot being a stinkin' Pred all along, but the other Maximals hadn't listened and now they'd paid the price with Megatron having his hands on the Golden Disc.

Pushing that thought away because it brought up too many unwanted emotions, Rattrap shrugged under Airazor's gaze but did not apologize. The falcon-bot responded by sticking out her tongue at him. He smiled: this was indeed the Airazor he had known before Tigatron had left.

"Silverbolt," Airazor finally said, attempting to dignify herself, "this is Fleetshade. Fleetshade, this is Silverbolt, our newest addition."

"Pleased to meet you, milady," Silverboly offered with a gallant bow that made Airazor and Rattrap bite their lips to keep from laughing.

Fleetshade simply nodded again, silent. Rattrap thought this was odd, considering the shrieking the girl had done when he'd first met her. Then again she had been scared and hysterical then, or so he'd been told. He didn't trust 'bots who were too quiet.

"What, you don't speak?" Rattrap prodded the femme, hoping to get her angry enough so that she'd transform or at least say something. He had to get her to open up at least a bit so that he could make some decisions about her. "C'mon, don't be shy."

"I'm hardly shy, you irritating little rodent," the deer suddenly snapped in a high, slightly lilting feminine voice. This shocked Rattrap enough for him to take a few steps back. "I merely know the merits of remaining silent until it's necessary to speak. Never reveal your true nature to the enemy until it's too late, and such. I don't trust you any more than you trust me, so back off, okay?"

Rattrap gave a low whistle, impressed despite himself. That cleared up the 'too quiet' part. "Yes, ma'am," he replied with a mock salute. "Sheesh, just askin'. Y'know, you sound a lot like Dinobutt when he's riled."

"Rattrap, lay off. Fleetshade has her reasons," was all Airazor said, but Rattrap heard the warning beneath the words. He nodded.

"Fleetshade? Is that you?" came a voice from the hallway.

Rattrap rolled his optics at Cheetor's excited tone. Considering Fleetshade's current mood, the kid was about to get flattened.

But to his surprise, Fleetshade turned around to face the hallway and gave the deer equivalent to a hesitant smile. "Cheetor? How are you? Are you alright? I'm so sorry about the other day.…"

'Hey,' Rattrap remembered, 'that's right! Fleetshade had Cheetor out in the woods all day in a damaged condition and didn't bother helping him. Sure Airazor says she was incapable, but she coulda done _somethin'_!"

His suspicions renewed, the short Maximal watched as Cheetor assured Fleetshade that it was fine and that he understood.

That settled, Fleetshade bowed her head. "Okay, okay, you're not mad at me. That's good. Hmmm…I feel kinda out of place like this. Fleetshade – robot mode."

Rattrap was about to point out that the girl would be out of place no matter what form she assumed when the deer unfolded gracefully to reveal a slight wisp of a robot with huge brown optics and a shape to make any male lose his voice.

"Hey," he said with a wicked grin once his vocal circuits had recovered, "she's even shorter that I am!"

Fleetshade narrowed her optics and turned to face him. "Are you implying something, rat?"

Rattrap put his palms out in a 'no way' gesture. "Absolutely not," he said, his grin still in place. He could see that his tactics were starting to work on her. The way 'bots reacted to his prodding was one sure way for him to determine things about them.

"Good," the deer-bot responded, but nevertheless Rattrap could see a hint of some sort of held-back emotion trying to break through in her face.

Looking around, Rattrap saw Airazor giving him a warning look, Cheetor ready to defend Fleetshade, and Silverbolt watching the whole exchange with wary amusement.

"And just what could you do to me, girly?" Rattrap pressed, changing tacks. "Charm me to death? I don't see any weapons on your pretty little person, so I guess you…."

At that moment he trailed off, because the look on Fleetshade's face changed from guarded to terrified. She took a step backwards, then bolted from the room.

"Ugh, you can never just stop while you're ahead, can you Rattrap?" Airazor spat as she turned to follow the neutral female.

Rattrap was too shocked to take in the comment. In all his life, he had never elicited a reaction like that. Some 'bots had laughed when he provoked them. Some had ignored him, some had even attacked him. None had ever been afraid of him.

"Good job, Rat Face," Cheetor scoffed before following Airazor. Silverbolt looked up at Rattrap with a confused frown on his face.

"Why did you do that?" the fuzor asked, confused. "She was already uncomfortable around us; why did you push it?"

Rattrap sighed and flopped down in chair. "It's how I judge people." He shrugged, figuring an honest reply was best, "I expected her to laugh or at the very worst attack me, but I didn't expect her to be afraid."

"Even after what she said about males before?" Silverbolt asked, still confused, "We determined that she had some sort of disagreement with the opposite gender, didn't we?"

Rattrap simply stared at the fuzor. He had completely forgotten about that. Normally he thought Silverbolt's stupid ideas of chivalry were ridiculous, but perhaps the fuzor's sensitivity really wasn't that overblown at times.

"I forgot," the rodent replied meekly, more chastised by Silverbolt's confused stare than Optimus' lectures. The fuzor honestly couldn't figure out why Rattrap had acted the way he had, and that stung.

Silverbolt nodded. "Then I believe you owe the lady an apology," he stated, turning back to the monitors as if the matter was settled.

Rattrap snorted. "I don't apologize. Never have."

Silverbolt slanted a look at him. "Then perhaps you should start."

* * *

Tarantulas sighed and switched off the monitor that connected to his arachnoid cameras, satisfied that he had overheard all he would that night. 

"How very interesting," he murmured. "It seems the females have created some sort of alliance."

His arachnoids had been following the deer female since the first day she had crashed. Before being taken out by Dinobot, Tarantulas had ordered his pets to follow Blackarachnia, curious as to where she had been. He knew his creation well enough to be certain that she would return to wherever she had been before the battle, and sure enough his suspicions had proved correct: the she-spider had found the pilot of the spacecraft and somehow managed to earn her trust.

After being repaired that day, Tarantulas had returned to his lab and ordered his arachnoids to return to the clearing where Blackarachnia had been, and since then they had been tracking the deer girl, keeping watch on her night and day.

After finding out about the girl's energon weapon, Tarantulas couldn't contain his curiosity. He had gone to see her before the aliens had arrived, reasoning that since Blackarachnia had earned the girl's trust it couldn't be too hard. His intention had been to take the deer female back to his lab and perform tests on her to see if she did in fact possess the ability to store and control large amounts of energon radiation, then try to find a way to adapt this weapon to himself. Or if that was not possible, he would put the girl under his control and use her to achieve his goals.

Unfortunately that meddlesome Maximal female had showed up and he had been forced to leave, but something had niggled at his mind. The newcomer had trusted Blackarachnia almost immediately, and seemed to be on speaking terms with Airazor, but wouldn't reveal anything to him. It had struck him then that perhaps this girl had a partiality to females, possibly coming from bad experience with males.

His careful surveillance had borne fruit tonight, when he had listened in on the girl's story. Unfortunately for him, he had made himself known to Blackarachnia earlier in the day and so the witch was wary enough to detect the faint scrabbling of one of his arachnoids. No matter; he had others handy. He had listened in on the females' conversation, and had followed Blackarachnia as she went to retrieve the parts of the spaceship.

Tarantulas tapped a few buttons and the data tape backed up a few cycles. He then hit the _Play_ button and watched with a smile as his camera followed Blackarachnia through the woods.

After some time, Blackarachnia stopped and turned in a full circle, then sighed, obviously frustrated.

"Look, Legs, I know your little drones are out here and I know you're watching me. So why don't we cut the slag: we need to talk. I'll be in your lab by sunrise."

Tarantulas giggled and clapped his claws together with mirth.

"Ah, we are the feisty little witch," he hissed, glancing at his exterior camera. The sun was just making itself known above the horizon to the East.

Tarantulas flicked the monitor off and closed down his files, anticipating Blackarachnia's arrival. He hadn't had enough time to set a trap for her, and she knew it. Why else would she have announced she was coming so soon?

But Tarantulas had no need of traps to catch his pretty little witch. He was going to find out what she had stolen from Megatron's datatrax, and if she was stupid enough to come right into his lair so that he could extract the information, then by all means she was welcome.

"What's so funny, Legs?"

Tarantulas' laughter died as quickly as it had come. He gazed up into the shadows of the cave's ceiling and sure enough a black widow spider was descending on a blue thread of cyber webbing.

"How long have you been up there?" he asked, surprised she had traveled this fast from Sector Gamma. He had forgotten how swift she could be.

"Long enough to see you got my message. Liked it, did you?"

"It was amusing, yes," Tarantulas replied casually.

Blackarachnia dropped gracefully to the floor and transformed, but kept her distance. 'Smart girl' Tarantulas thought smugly. 'Just the way I created her.'

"Uh oh," the widow said with dry amusement. "You have that look on your face. The one that means you have something up your proverbial sleeve."

"My dear widow, I always have something up my sleeve," Tarantulas replied, turning his back to her to play with his monitor. The gesture showed that he considered her absolutely no threat.

"You yourself ensured I'd have no time to set traps for you," he continued, "and yet you're still wary." He turned back to face her. "And here I thought we were partners."

She was still where she had dropped, regarding him levelly with the usual mixture of interest and disgust. He waited patiently for her to make the first move.

"Leave Fleetshade alone," she said abruptly. "I'm warning you, leave her alone. She has no part in this war and she's of no use to you. Let her be."

"Oohoo," Tarantulas chuckled, "You're awfully defensive of a 'bot that's 'of no use', now aren't you? If she was truly useless you wouldn't keep going back to the forest. Or are you protecting her for another reason? Starting to grow attached to her, are we?"

Blackarachnia scoffed. "Hardly," she said, but her optics betrayed her. They always did. Tarantulas could always tell when Blackarachnia was lying because her optics would hold her true emotion. Few others could read that tiny clue, but he knew what to look for.

Tarantulas simply smiled at her as he always did when he caught her in a lie. The she-spider made a frustrated gesture and started pacing up and down, muttering under her breath.

He waited for her to finish. When she stopped pacing and faced him again, she had collected herself. Her face belied nothing more than annoyance and anger, her default expression when dealing with him.

At times Tarantulas surprised himself at how well he knew his creation. He no longer resided in her head, but he had retained a near-perfect understanding of her moods and emotions, akin to a bonding tie. He was fairly certain she was unaware of this tie, simply because if she had known she would have come after him long ago to erase it.

Only he couldn't erase it. It was permanent, and there was nothing either of them could do to get rid of it, save for ending their lives.

"Well?" he asked her, "which story are you going to stick with, witch? Either the deer female is useful, or she is useless and you are emotionally attached to her. Which is it?"

Tarantulas watched in fascination as Blackarachnia worked through this. He had cornered her as effectively as any booby trap, and once she realized that-

"Look, Tarantulas, I don't know what you're trying to pull but I'm not playing your game. I came to tell you to stay away from her; I found her first and she's mine."

"So you admit she has her uses?"

"Of course she has her uses! For me. You see, she's terribly emotionally damaged, and she doesn't trust males at all. She only trusts females, which means the only way you'll get to her is through a female. If you try to force yourself on her she'll blast you, I guarantee it, so I guess you have to rely on me." She batted her optics and her tone took on the simpering quality that it did when she was feeling smug and was playing innocent.

Of course she realized she didn't sound innocent; it was just a mockery designed to irritate the accuser because they both knew there was no proof against her. She had performed the act countless times on Megatron, but she rarely tried it with Tarantulas.

With good reason. He was up and had her throat in his claw before she could move.

"Don't you dare pull that with me, witch," he threatened, pleased when her optics widened with shock and fear. He shook her once for good measure and released her, then dodged a kick aimed at his midsection.

"So that's the way you want to settle this, is it?" He asked her when she took another swipe at him. He was used to this: whenever he pushed her into showing any fear for him, she paid him back with physical violence.

Without a word, she hit him with a barrage from her arm guns, sending him flying back across the cavern. The pain hardly daunted him anymore, but he wasn't a fan of being shot at. He was on his feet in nanoklicks and had his own gun in hand. She dodged his shot and rolled across the cavern to stand in front of his monitors, where she knew he wouldn't shoot her for fear of hitting his precious equipment.

"That's cheap," he complained, which caused her to crack a smile.

"I'm a cheap fighter, you should know that by now, partner," she drawled, using the label of endearment that said the fight was over.

Tarantulas was aware that Blackarachnia disliked him intensely, but there was also a point of mutual understanding between the two that may have resulted from their mental link or the amount of time they spent together: a common ground that wasn't friendly but nor was it hostile.

Blackarachnia let out a small laugh when Tarantulas crossed the cavern to put himself between her and his computers. She reached up and lazily traced the patterns on his chest with her claw, getting into his personal space as was her usual practice.

"I'd almost forgotten how much fun it is to tangle with you until yesterday," she continued. "What've you been up to in here all this time, anyway?"

"None of your business," he told her, but his tone lacked the firmness he had intended. It was very hard to be stern with her so close to him like this….

Frustrated with himself, Tarantulas pushed her roughly away and sat down at his monitor. He too had forgotten what an effect she had on him in these situations. He could feel Blackarachnia smirking behind him and scowled.

"Well, I think I'll take my leave now," she told him breezily. "I feel like such a terrible nuisance when you're working...."

"Yes, that would be…hey, wait!" he called and turned around, but she was already gone.

"Blast!" Tarantulas cursed himself, "I completely forgot to press her for those stolen codes! Curse that female!"

Just then, the echo of mocking feminine laughter carried down to him from the shadowy roof of the cave.

* * *

Fleetshade reverted back to beast mode and galloped her way down the hall, hooves skidding on the smooth metal floor. She had to get to the door she'd come in through. She could make the jump to the ground as a deer – she hoped – and then she'd be safe. 

Of all the things Fleetshade had expected on entering the Maximal base, males making passes at her was the least of them. Now she could add that to the list of reasons not to trust this place.

"Fleetshade! Wait!"

Airazor. She was following her. She was going to try and convince her to go back. Didn't she see how dangerous it was here for both of them?

There! The door was at the end of this hallway. Fleetshade was approaching it fast but was unable to make a sudden stop on this slagging metal floor! She skidded the final few meters and slammed into the wall next to the door, only to find the way blocked by something moving very fast, faster than she…Cheetor?

Cheetor was obviously used to running within the base in his beast mode and had gotten to the door before her. He had halted smoothly and was now standing in front of the hatch, blocking the way out.

"Fleetshade, what are you doing?" he asked.

"Fleetshade!" Airazor caught up to the pair of them and touched the deer on the shoulder, "Don't let Rattrap bother you; he's just like that, he didn't mean anything by it."

"Oh, he didn't, did he?" Fleetshade replied acidly, still clearing the dots from her vision, "I've seen that look before, and that was no joke."

"No, it wasn't a joke. But it wasn't serious, either. He just does that, it's the way he works around females. There's nothing wrong with it; he does it to me all the time, even when I was with…with Tigatron. He would never act on it. It's just harmless flirtation."

"'Flirtation'?" Fleetshade frowned. "What's that?"

Fleetshade watched Airazor's expression change from worry to something like sympathetic understanding.

"You don't know what flirting means?" Cheetor asked incredulously, but a quick headshake from Airazor silenced him.

"Oh, Fleetshade, I forgot. You wouldn't know, would you?"

"Know what?" Fleetshade asked, "Whatever it is, I don't want to know. Just please, let me out."

"And where would you go?" Airazor asked harshly, "Back to the woods, where you're an easy target? To the Predacons, where flirtation is the least of what you'll get? Or will you just wander aimlessly around until somebody finds you and captures you?"

Fleetshade stopped to think, shocked at Airazor's tone. The falcon femme was right, but Fleetshade couldn't stay here. She couldn't!

"Hey, what's all this commotion? Airazor? What's going on?"

Airazor sighed and turned around, revealing two large robots approaching from the far end of the hall. One had green and brown coloring, the other an odd mix of earth tones. Both were male. Fleetshade froze.

"Optimus, Rhinox. Maybe you can help us."

"Help you with what?" the one in green and brown asked, peering at Fleetshade. "Is that who I think it is?"

"Yes," Airazor replied wearily. "Fleetshade, this is Optimus Primal, the Maximal commander," she pointed out the one in earth tones, "and Rhinox, our technician," she motioned at the one in green. "Guys, this is Fleetshade. I brought her here because she needs a place to stay temporarily."

The one called Optimus Primal nodded. "She's welcome to stay if she wants to."

"But I don't want to!" Fleetshade protested. "Cheetor, get out of the way! I'm leaving!"

"No, you're not!" Airazor argued, "I'm not letting you leave. It's too dangerous for you out there!"

"It's dangerous for me here!" Fleetshade insisted.

Airazor sighed explosively and turned to face the others. "I made the mistake of letting her talk to Rattrap unprepared," she told them sourly.

To Fleetshade's surprise, both Rhinox and Optimus Primal smiled at this. Rhinox even let out a short chuckle.

"That would explain some things," the green 'bot said. "What did he say?"

"He started flirting with her," Airazor reported direly. Why was she trying not to laugh? It wasn't funny! And what was this 'flirting' thing? Was that what they called it when males tried to - to….

Optimus let out a huff of laughter. "That's sure to scare anyone off."

"You got that right," Rhinox agreed, "but what's the big deal?"

Fleetshade remained silent. Airazor sobered and sighed. "Fleetshade has…had bad experiences. To say the least."

Not sure whether or not she was glad Airazor had said that, Fleetshade waited for the others to react.

Optimus Primal and Rhinox nodded understandingly. Cheetor's optics widened, then he looked down.

"I'll go talk to Rattrap," Optimus said gravely, but when he turned Airazor laid a hand on his arm. "He didn't know," she said quietly. "It's not his fault."

Fleetshade rolled her optics. Of course it was his fault. But she stayed silent as Optimus halted and nodded. "Later then," he sighed, then looked at Fleetshade.

"Well, Fleetshade, it's your decision. If you wish to stay here, you're welcome to. If you wish to leave, I'm not going to stop you. But I don't suggest leaving this way: it's quite the drop if you can't fly."

"Optimus!" Airazor protested, "she has to stay here! It's not safe out there; Tarantulas is after her!"

"Tarantulas?" Cheetor growled. "What does _he_ want with Fleetshade?"

"Primus only knows," Airazor replied, "but it's Tarantulas, so it can't be anything good. That's why she has to stay here."

"We can't force her to stay," Optimus said gently.

"Would you all stop talking about me as if I'm not here?!" Fleetshade shouted, feeling very trapped. "I made a mistake in coming here. I'm not staying to be preyed on by males like Rattrap!"

The Maximals all cracked up at this. Fleetshade watched them laugh and wondered if they were laughing at her. She didn't care. She used the distraction to transform to robot mode, then pushed past Cheetor to wrench open the hatch. She was about to leap out when something caught her arm.

She glanced back and saw that it was Cheetor.

"Let me go," she snarled, starting to panic. She was defenseless, but they couldn't know that. "I'll blast you!"

"Fleetshade, don't go," he pleaded, still holding onto her arm. "Please. I don't want you to get hurt. I'll –" he paused for a nano. "I'll protect you from Rattrap!"

Fleetshade took a moment to look Cheetor over. His optics pleaded with her to stay, but for what reason? Did he really care for her safety, or was it all a trick to get her to stay so that they could reprogram her? What about Airazor? Was she in on it, too? Had Blackarachnia been right about her?

"Please," Cheetor asked again. He looked so genuine…and something showed in his face. It reminded her of something, something she couldn't quite recall.

"You'll protect me?" she asked, incredulous, "really?"

"Really," he assured her. She considered this for a cycle, staring into his silenly pleading optics and trying to make a decision.

"Okay," she finally conceded, then let him pull her back inside the _Axalon_. The hatch was closed behind her and she found herself face-to-face with the Maximals again.

"I'll stay," she told them, "but only if you keep Rattrap away from me."

Optimus scratched behind one audio sensor and grimaced. "Rattrap's a bit – hard to control, but I'll see what I can do. Welcome to the _Axalon_, Fleetshade."

With that, the Maximal commander turned and left. Rhinox flashed Fleetshade a quick smile and followed, leaving the deer femme alone with Cheetor and Airazor.

It was then she realized Cheetor still hadn't released her arm. She shook it gently and he let go with a small "Oh. Sorry."

Airazor slung her arms around Fleetshade's shoulders and steered her back down the hall. "Come on," she said. "Until we get around to assigning you your own quarters, you can bunk with me."

Fleetshade nodded and allowed herself to be led, feeling oddly comforted by Cheetor's solid presence on one side and Airazor's physical support on the other.

The falcon-bot led Fleetshade down the corridor to the third door on the left and pressed the release button. The door hissed open and Airazor let go of Fleetshade's shoulders. The deer femme wandered in while Airazor said something to Cheetor in a low voice. The young male responded tersely and left.

"What did you say to him?" Fleetshade asked as Airazor joined her in the room. The door hissed closed again behind the Maximal.

"I told him not to ream Rattrap out too badly," Airazor replied. "He doesn't deserve to get yelled at by everybody. It really wasn't his fault; he didn't know."

Fleetshade frowned. "But he-"

"Fleetshade, listen to me," Airazor said, cutting the neutral femme off. "I understand that you have very little experience with males, and what little experience you have had was unpleasant for you. But you have to understand that not all males are out to get you."

"I know, but-"

"Just listen. I didn't want to explain this in front of everyone, but you need to hear me out. There are some males, Rattrap being one of them, who act a certain way around females. Rattrap was _not_ making a pass at you; he wasn't being serious. 'Flirting' is like, well, sort of like playing. It's a way of letting a female know that a male appreciates the way she looks, acts, etcetera. Rattrap does that with all females, including me. It's just how he works; he doesn't mean anything by it.

"Rattrap also likes to push people's buttons. He knows just what to say or do to get a 'bot riled; it's his way of getting to know strangers. Yes, it's irritating, but it's the way he handles it and it seems to work. He's really not a bad guy, he just takes some getting used to. What you've got to do is learn not to take it seriously, because that isn't how it's meant. Can you understand that?"

Fleetshade was silent for a cycle, taking this all in. She was the first to admit she had no concept as to how males worked, and what Airazor had just said made a lot of sense in a strange way.

"I think so," Fleetshade finally sighed. "I guess I've got some learning to do, huh?"

Airazor smiled. "It'll come in time, trust me. Nobody here could stand Rattrap for their first few days of knowing him; I know I couldn't. It took me a few days to learn not to be insulted but flattered, and to find the humor behind his jibes."

Fletshade nodded. "I acted really stupid, didn't I?"

"No you didn't," Airazor said, so fiercely that Fleetshade jumped back. "Don't ever say that. You acted how any scared, inexperienced female would have. If Rattrap had been a real threat, you would have been right to run when you did. It shows that you're smart and won't stay in a bad situation. But you have to realize that you're among Maximals now, and the last thing any of us want is to hurt you in any way. I promise."

The bird-bot said this with such conviction that Fleetshade smiled. "Okay," she agreed.

Airazor gave her an answering smile and turned to the door. "I'm going to go and see if I can prevent Optimus from taking Rattrap's head off, then_ I'm _gonna yell at him for a while. Female privilege, you know." Airazor winked. "You're welcome to crash in here for a while. You didn't get any sleep last night and you're probably tired."

Fleetshade realized that she was exhausted, but she knew she wouldn't be able to sleep. She had a ton of adreno-chemicals flowing through her circuitry, and she'd have to calm it down before she could rest.

"I'll go with you," the deer-bot said with a declining headshake.

As she followed the Maximal out the door into the hall, something caught Fleetshade's gaze. It was a holograph flickering on the table Airazor was using as a nightstand. It showed two robots hand in hand, laughing on the edge of a lake somewhere. One was recognizable as Airazor, and the other Fleetshade assumed was Tigatron.

The door slid closed behind her and Fleetshade's gaze shifted to the Maximal female ahead of her. Airazor had been so kind, so patient throughout this entire ordeal, even in the face of her own personal tragedy. Amazed at the bird-bot's strength, Fleetshade followed her to the control room, where it seemed a shouting match had broken out.


	12. Rising Tides

Wrath of the Femmes

Chapter 11: Rising Tides

Blackarachnia peered around the corner and, satisfied that the coast was clear, snuck down the hallway to her personal quarters. She pressed the door release and the hatch hissed open. Once she had slipped inside the door closed automatically behind her.

Crossing the room, the spider femme slumped down on her recharge bed and groaned. She was exhausted, physically and emotionally, and she needed to rest. It had taken her a while to get from Tarantulas' lair back to the _Darkside_, and now it was way past daybreak. The rest of the Predacons would be rising soon and she wouldn't be able to get out of her regular jobs. With any luck Megatron would put her back on monitor duty for a while; she didn't think she had the capacity for more than that right now.

And yet despite her physical exhaustion, her processor refused to shut down. Everything that had happened in the past day kept running through her mind, exhausting her even further when she tried to think it all through. Not to mention she was frustrated at feeling so many things that she shouldn't be feeling.

Tarantulas was right: she was becoming emotionally attached to Fleetshade. She hadn't known the neutral femme for a week, and yet she felt some inexplicable bond to her. Why? Fleetshade obviously had her uses and would serve her well as a potential ally, but that didn't explain why the spider felt so protective of the small former slave. And why had she backed down from that fight with Airazor last night?

'Don't be stupid,' Blackarachnia told herself, 'you know you backed down because you didn't want to put a rift between you and Fleetshade.'

After listening to Fleetshade's story, Blackarachnia had half-heartedly toyed with the idea that the deer femme was lying. But it had answered so many of her questions so perfectly that she hadn't been able to hold to the notion long. Besides, what reason did Fleetshade have to lie to her? Blackarachnia had been nothing but kind to the girl, despite her Predacon nature.

So if what Fleetshade had said was true, then Blackarachnia shouldn't be ashamed of saying anything in front of Airazor. Of course she would never admit it out loud, but she had always had a grudging respect and a sort of admiration for the Maximal female. She was also jealous of the falcon-bot for obvious reasons: Blackarachnia didn't know what went on behind the walls of the Maximals' base, but if Silverbolt was any indication of Maximal males then Airazor certainly didn't have to install a security monitor outside her bedroom door.

Things sure were different for Maximals, Blackarachnia thought whimsically, activating her bug scanner (Primus only knew what Tarantulas might've put on her while she was in his lab). An image rose unbidden in her mind again: an image of wide, guileless golden optics.

"_…You were originally_ _a Maximal protoform…_"

"_…Just admit there is a spark of goodness deep inside you…_"

"Ugh!" Blackarachnia cried, "Primus, what is my _problem_!"

Disgusted with herself, Blackarachnia stood and started pacing the length of her tiny room, remembering what she had said to Fleetshade the night before. "_I guess when you have enough people believing the best in you, you start to believe it too_." It was true.

She loved being a Predacon, not bound by the restrictions of honor or inhibitions. She was her own 'bot and she looked out for number one.

'Then why did you save him?' a nasty little voice in her mind asked. 'Why did you agree to help Fleetshade? What has she ever done for you?'

"I saved him because there may have been other creatures in the woods I couldn't defend myself from," Blackarachnia snarled aloud, "not to mention he'd be pathetically easy to twist into handing me Maximal secrets. And Fleetshade may prove useful in the future. Wouldn't do to have Tarantulas get his hands on her and use her against me, now would it?"

But she and the voice both knew that was all bull. She had saved Silverbolt because she couldn't stand to see the disappointment and disillusionment in those innocent, naïve optics of his, couldn't stand to know that she had dashed his hopes that she was a better 'bot than she was. She was helping Fleetshade not only because she was a handy source of firepower but because Fleetshade had given the she-spider something she could never remember having: a friend, a confidant, somebot completely unbiased who would listen to her sorrows and understand. Somebot who would tell her how it was without hurting her or sucking up to her. Somebot she could go to when she just couldn't be strong for herself anymore. Like last night.

And Airazor? Airazor was in the bargain simply because she would help Blackarachnia protect Fleetshade. Much as the spider hated Fleetshade being in the hands of the Maximals, she knew it was the only safe place for the girl.

And for some odd reason Blackarachnia trusted theAirazor, at least for now, mostly because Airazor seemed as eager as she to protect Fleetshade. Why she didn't know, but unless Airazor was a better actress than Blackarachnia herself, she seemed to have Fleetshade's best interests at heart. And for now that was all that mattered.

Now that she had finally admitted to some of that, it seemed the weight on her mind was a bit lighter. 'There, that wasn't so hard now was it?' the voice inside her mind asked.

"No," Blackarachnia replied aloud with a wide yawn, "No, it wasn't."

Now that her processor wasn't working a parsec a minute, Blackarachnia felt more tired than ever. She activated her security camera and stretched out on her bed. She shut off her optics, thinking 'Slag it. Megs will send someone to wake me up if he misses me.'

And with that Blackarachnia fell asleep, the image of soft golden optics and strong feathery wings following her into her dreams.

* * *

Fleetshade followed Airazor into the control room, a bit worried about what the two of them might find. 

Rattrap was leaning back in his control chair, hands behind his head, listening passively to his commander's lecture. Silverbolt and Cheetor were sitting at monitors and watching the exchange. Rhinox was leaning against the wall, arms crossed. Optimus was standing in the middle of the room, facing Rattrap.

"You should have known better than that," Optimus reprimanded the smaller 'bot. "We all knew she was damaged, and you've witnessed what she's capable of when she's distressed."

Airazor scowled and started to step forward, but Fleetshade pulled her back into the shadows of the hallway. She wanted to hear what the males were going to say about her while they couldn't see her. Airazor glanced at the neutral femme, nodded, and shrank back into the shadows as well.

"Yeesh, I was just kiddin' around," Rattrap whined. "No need to scorch my tail about it. So I offended her delicate sensibilities. I'll stay away from her if that's what she wants. Heh, she ain't gonna be stayin' long anyway."

Optimus frowned. "How can you be so sure? We don't even know why she's here, let alone how long she'll need to stay."

"You really think it's a good idea to let her stay here for long? I mean she could be a Pred spy for all we know. Just 'cause she don't have an energy sig don't mean Megs hasn't messed with her head."

Out the corner of her vision Fleetshade saw Cheetor clench his fist. The young 'bot was visibly restraining himself from commenting, having taken Airazor's warning to heart. Even so, he looked ready to attack Rattrap if the spy said another word.

"It's a possibility," Optimus sighed, "but an unlikely one based on what we know. I think she's asleep in Airazor's quarters now. When she wakes up we'll get her to explain who she is and why she's here, and we'll have to be satisfied with her answers. Just make sure you don't offend her anymore, Rattrap. The last thing we need right now is for her to get upset and cause some sort of damage."

Having heard enough, Fleetshade pulled away from the shadows with which she blended almost seamlessly and stepped into the control room. All heads swiveled to face her. Optimus had the grace to look embarrassed, but Rattrap rolled his optics.

"See?" the rat-bot said, rising from his chair. "She's already eavesdroppin' on us. Next thing ya know she'll be stealin' files and buggin' our comlinks." The rodent turned to grace Fleetshade with a mocking bow, his voice dripping sarcasm. "I believe I'll take my leave now, to prevent any further offence to your sensitive nature. Excuse me."

With that, Rattrap made to brush by the females and proceed down the hallway. Fleetshade bit her lip against a biting comeback, remembering what Airazor had said about Rattrap's personality.

Instead the deer-bot caught Rattrap's arm as he went by her, shocking him enough to make him stop dead and stare at her.

"Don't go," she said quietly. "I'm sorry I acted the way I did earlier. I-I wasn't aware that you were joking . I'm…unfamiliar with your customs of humor and I overreacted. I'm-I'm sorry, Rattrap. You don't have to leave."

* * *

Stunned and slightly embarrassed, Rattrap cringed and pulled away from Fleetshade. He was sure for a moment there that the girl had been ready to kill him if he came near her, and then suddenly she had grabbed his arm and apologized? What did _she_ have to apologize about, anyway? 

Rattrap glanced at Airazor, who narrowed her optics at him as if to say _your turn_. The short spy glanced around the room and sure enough, everyone was watching him. Silverbolt raised his optic arches expectantly. They wanted him to apologize as well? Hah! Forget that.

Rattrap looked away from their prompting stares. He knew he needed to apologize, but not in front of everybody. He had an image to upkeep, after all!

"Apology accepted," he replied coldly to Fleetshade before continuing on down the hall. He heard a series of sighs and Optimus' voice saying, "That's as good as you'll get from him I'm afraid, Fleetshade, at least for now. He'll warm up to you eventually. Now, since you're awake, why don't you…."

But the rest of what Optimus was saying was drowned out by the sound of clomping footsteps following Rattrap down the hall.

"Hey!"

The rat-bot swung around to see Cheetor snarling at him in true catlike fashion. The spy groaned and leaned against the wall, bracing himself for the onslaught.

"What's your problem?" Cheetor demanded as soon as he was close enough to get into Rattrap's face. "Why didn't you just apologize to Fleetshade back there? You've already made yourself look like a total jerk in front of her, and now you're making a bad name for the rest of us."

"'The rest of us' bein' _you_," Rattrap shot back, not in the mood for the youngster's ignorant prattle. "You're only worried that if I scare her away you won't get the chance to make your move on 'er."

Cheetor froze for a nano, the look on his face one of stunned disbelief which quickly returned to anger. "I resent that. Just because you need to make yourself feel big by being rotten to Fleetshade doesn't mean the rest of us do."

Rattrap was stung that Cheetor would think that of him, but he covered it with a snort. Trying to sound disdainful, he replied, "You don't know what you're talkin' about kid, so why don't you stop before I'm forced to hurt ya?"

Cheetor was silent for a few nanoklicks, fury and confusion warring in his features. Finally he snarled and said "Just watch your step, Rattrap. You're right: I do care about Fleetshade. From what I hear she's had a hard time of it, and she deserves for somebot to look out for her. So don't mess with her. Or you'll have to answer to me."

Without another word, Cheetor turned on his heel and stalked back toward the command center, the words of his hollow threat echoing in Rattrap's audios. Oh, Cheetor meant what he said: he would protect Fleetshade from getting hurt as best he could. The young 'bot was also full of indignant steam at the moment and needed to blow it off with empty threats he never intended to carry out.

Which didn't make Rattrap feel any less hurt or angry. He sighed and turned around, heading for the supply room. He needed to do something with his hands.

Half a megacycle later Rattrap was in a hall of the _Axalon_, tinkering with a faulty wall console that Rhinox had discovered earlier in the week and nobody had had a chance to fix. His mind was still in turmoil, which may have been the reason he welcomed a chance to snap at the first 'bot that crossed his path.

Who, naturally, was Dinobot. The ex-Predacon brushed by Rattrap on his way to the command center and didn't even make a snide comment, which was suspicious enough for Rattrap to glance up. Dinobot, it seemed, was trying his best not to let his exit be noticed.

"Well," Rattrap said suddenly, causing Dinobot to jump in surprise, "if it ain't the irascible raptor."

Dinobot snarled in response but didn't stop walking. "The base remains infested with vermin, I see," the warrior growled.

Rattrap, undaunted, turned back to the console. "Yeah," he muttered just loud enough for Dinobot to hear him, "not much changes around here. 'Cept maybe the occasional allegiance."

This got the swordsbot's attention. He stopped short and turned toward Rattrap. The smaller 'bot grunted.

"Found any golden discs lately?" Rattrap pressed. "Passed 'em on to any Predacons?"

Dinobot hissed, but Rattrap recognized the slightly affronted look in the taller 'bot's optics: the barb had hit its mark. "I don't need to explain my actions to you, Mouse," Dinobot snarled.

Rattrap snorted, realizing he had been wanting to say this since he had seen Dinobot hand Megatron the golden disc. He knew he was treading on dangerous ground, but he was unable to stop, driving the verbal knife in deeper and deeper.

"That's right," Rattrap returned, "ya don't. 'Cause they pretty much speak for themselves!"

Rattrap was oddly satisfied with the hurt look that crossed the warrior's expression before fury clouded it over and the bigger 'bot got right in his face.

"Go ahead, rodent. Push it one. More. Inch."

Rattrap hesitated a moment. This exchange had just crossed the invisible line between the pair's usual banter and the possibility of being genuinely hurtful. Before now the two had hardly ever crossed that line; did he dare now aggravate the raptor further?

Yes, he told himself, the saurian deserves to hear it straight from someone.

Rattrap took a deep breath and let all the hurt, confusion, disappointment and anger he had felt at the ex-Predacon's betrayal find release through his words.

"Y'know, I used to figure I had you pegged. 'He's a slag-spoutin' saurian, but at least ya know where he stands.'" Rattrap paused for a moment and flipped the tool he was holding in his hand, considering his next words: "Guess we live and learn, huh?"

Without another word, Rattrap slammed the repaired console closed and stalked off without looking back.

And somehow, hearing Dinobot's enraged hiss from down the hallway, he didn't feel as satisfied as he'd thought he would.

* * *

Blackarachnia hung uncomfortably from Waspinator's dangling legs, flying toward the valley Megatron had given them the coordinates for earlier in the day. 

She had fallen asleep that morning not five cycles before Inferno had begun pounding on her door, informing her 'the Royalty' required the presence of all his troops in the command center. She had emerged groggily into the main chamber a few cycles later and listened to Megatron's orders: Rampage was to accompany him to a point specified by Megatron on the Predacon base's main map, and the others were to prepare themselves for battle and follow. The tyrant had then left with Rampage – and the golden disc.

Megatron had obviously found some use for the relic, but what? Blackarachnia frowned as Waspinator buzzed along, wondering what the cause of the impending battle was. She welcomed the chance to blow off some steam on the Maximals, but would she be forced to fight Airazor? Blackarachnia didn't consider herself an especially honourable 'bot, but she didn't want to break the truce the two femmes had established the night before, if only for Fleetshade's sake.

Blackarachnia glanced at Quickstrike hanging beside her, carried by Inferno. All four Predacons were in beast mode, and all four were pumped for battle.

"Yee-haw!" Quickstrike exulted. "Hurry up! I'm itchin' to inflict some damage!"

"Patience," Inferno silenced the fuzor. "We have arrived."

Blackarachnia looked ahead and sure enough there was Megatron, standing with Rampage on the lip of a forested valley not unlike the one Fleetshade had crashed in. Waspinator deposited her wordlessly on the ground next to the tyrant, then landed himself. Inferno and Quickstrike did the same, and all four transformed to robot mode, weapons out and fully loaded.

Blackarachnia looked around, confused. Where were the Maximals they were supposed to be battling? Had Megatron been mistaken?

"What's the deal, Boss-Bot?" Quickstrike asked, "Where're all the Maximals?"

"Ah, there will be no fighting Maximals today, my dear Quickstrike," Megatron answered. "No, I have something much simpler for you to shoot at."

Puzzled, Blackarachnia took a closer look at the valley, searching for what Megatron must mean. A group of animals, hunched and looking like some sort of primate, were traveling in a pack along the forest floor. A few birds flying around in the canopy, some squirrels chittering in the trees. Definitely nothing that looked like it was worth shooting at.

"What?" she asked.

"Those," Megatron answered, pointing. "Those primates there. Those are the early evolutionary stage of humans, the race that was instrumental in the victory of the Autobots in the Great War."

Raising his voice so that it carried in the still, warm air, Megatron continued: "Destroy this valley and everything in it. The human race will never have existed!"

Blackarachnia stared, dumbstruck, at the purple 'bot. Was he insane? He intended to wipe out these proto-humans in an attempt to change the future? _That_ was what the golden disc was all about?

Her comrades started forward into the valley, unloading their ammo into anything that moved. Not wanting to be left behind, Blackarachnia followed them, but made sure to miss any living creature she aimed at.

'What are you doing?' a part of her mind asked. 'Shoot! You're a Predacon, for Primus' sake! You're evil! You should have no problem with destroying innocent creatures.'

'No,' Another part of her responded. 'This is different. I have no problem with taking out the Maximals; they're my enemy and my job is to defeat them. And if I attack them they shoot back. Well, except for Silverbolt, but he could if he wanted to. But these creatures are defenseless and have done nothing to any of us. I may not have Maximal honor, but even I know that's wrong.'

Berating herself for showing such a pathetic weakness, Blackarachnia caught Megatron looking at her. In light of her actions in the past few days, Megatron had constantly been watching her for some sign of rebellion or defiance. She didn't want to try his patience again so soon, but she refused to follow his orders. The she-spider stared back at Megatron and he turned away with a "hrumph".

Suddenly, Blackarachnia heard a screech behind her and to see Inferno engaged with – Dinobot?

'Now that's something I have no trouble shooting,' Blackarachnia thought with a burst of relief; she was actually almost glad to see the Maximal. She opened fire with her arm-mounted machine guns, but Dinobot was quicker and swung Inferno up in front of him, blocking her shots. The ant-bot screamed as her ammo hit him, and she was just powering up her blaster for a better shot at the Maximal when she saw Inferno's inert arm twitch.

Blackarachnia paused for the tiniest moment, undecided. She could dodge if she wanted, but it would suit her much better not to. In a split second, she decided to stay where she was, bracing herself for the hit.

Inferno's blaster fired and hit her square in the chest, knocking her backwards through the air. She landed hard and felt her head connect with a sharp rock. 'At least I won't have to fake unconsciousness,' she thought as she started to black out.

She had just enough time to wish the Maximal a silent good luck before her body shut down and there was nothing.


	13. Shockwaves

Author's Note: Sorry these last updates have taken so long. I've been kept very busy what with exams and such. I promise to start updating more often again as soon as I slow down a bit. Thanks.

Disclaimer: I don't own Beast Wars. It belongs to Hasbro.

Wrath of the Femmes

Chapter 12: Shockwaves

Rattrap stared blankly out at the darkening landscape, showing no exterior sign of the emotion that threatened to tear him apart from the inside.

Today he had said goodbye to one of the greatest friends he had ever had. Dinobot had gone out like a hero, the way he had always wanted to, leaving the rest of the Maximals gasping in his wake.

'And leaving me with a lot of regrets,' Rattrap thought with a trace of bitterness. 'Ya big ugly lizard, why'd you have to leave before I could let you know what I really thought of ya?'

Rattrap thought bleakly back to that morning – had it really been only this morning? – when he'd confronted Dinobot with senseless accusations, for no other reason than he had been feeling irritable. Rattrap recalled with painful clarity the look of shocked insult on Dinobot's face as he had pushed it one step too far, then turned his back on him. Had Dinobot pulled this stunt to prove himself, once and for all? Had Rattrap not flown off the handle, would things have turned out differently?

The short spy shook his head miserably. No, Dinobot had never needed to prove anything to anybody but himself, and no doubt that's why he had gone so ruthlessly into that battle today. If only, Rattrap thought for the millionth time since this afternoon, if only they had arrived sooner. If only he had somehow found the words to tell Dinobot how much his friendship had meant to him throughout this entire war. If only he'd had a bit more time….

But he hadn't, and now he had lost his chance for good.

Rattrap blew out a long, heavy sigh and wondered why he was the way he was. During his younger days, his cynical attitude and inability to trust strangers had been the only thing keeping him alive. Now the attributes stayed with him for no real reason, and while it suited him most of the time he had to admit that there were times he wished he could be as open with his emotions as the rest of the Maximals.

That was perhaps what had brought him and Dinobot to such odds and yet to such an understanding: both held their cards close to the chest, and neither was willing to lose the hand.

Thinking back to that morning again, Rattrap realized for the first time what a total ass he had made of himself. There was no reason for him not to trust Fleetshade's intentions; after all, Airazor had approved of the kid, and nobody else seemed to have a problem with her. Just him, because he was such a stubborn fool that he couldn't let his pride go for just a few nanos and apologize.

Frustration washed over him and he put his face in his hands. He needed to say something to Fleetshade, before his stupidity created the Maximals another enemy. The kid was just so fragile, so unlike all the femmes he'd ever known that for once he didn't feel he had the right words to give her. Any of the femmes he had ever met would have simply belted him one for his suggestive comments, but Fleetshade had run from him! What was she afraid of? She had to know that he would never….

But she didn't know, he realized. He hadn't heard what she's told Optimus this morning, but the commander had seemed disturbed by whatever she'd said. And Rattrap was sure, from his few brief glances at the girl today, that she hadn't told Optimus everything. So Cheetor was right: the girl had obviously seen a lot in her lifetime.

Just then, a soft whooshing noise was heard, then a hiss. Raising his head, Rattrap glanced to the underside of the _Axalon_ and saw the lift descending.

'Speak of the Pit,' Rattrap thought as he watched a doe bound from the lift and out onto the hard turf of the plateau on which the Maximals' base of operations rested. The setting sun shone behind her, its light outlining her lithe form and reducing her to a dark shadow against the blood red backdrop of sky.

Fleetshade glanced both ways, but Rattrap was hidden in the shadows of the ship and she didn't appear to see him. Rattrap sat forward, wondering if he had indeed been right and she was about to dart off in the direction of the Predacon base. He tensed, ready to follow at a distance.

But she didn't go anywhere. Instead, he watched as she walked in slow circles, nibbling at an occasional tuft of grass growing up out of the dusty ground, once or twice raising her head to sniff the air. He would have mistaken her for a real deer but for the odd strangled noises that kept emanating from her direction. Was she _crying_? Man, Rattrap hated it when femmes cried.

Taking a deep breath, Rattrap steeled himself and stirred, getting to his feet.

"Hey," he called. Fleetshade jumped with a yelp and spun to face him, deer eyes wide and frightened. She recognized him instantly and relaxed, but only somewhat.

"Yes?" she asked. The word was a challenge; she thought he was going to tell her she couldn't be out here, he realized.

"C'mere," he replied gently, trying to project that he meant her no harm. She hesitated, then padded slowly over to him.

"Yes?" she asked again, this time sounding like she expected him to hit her.

"I, uh-I wanted to talk to ya," he said lamely, wondering why he was suddenly stumbling over his words. He cleared his throat as she gave him the deer equivalent of a shrug.

"Okay," she agreed, obviously thankful that she wasn't going to be told off. She sank gracefully to the ground and folded her forelegs expectantly in front of her. This was such a purely feminine movement, even as a deer, that Rattrap had to bite back a snort of laughter. He sat down beside her, keeping a respectful distance but still close enough that she could hear him without having to raise his voice.

"Uh, so why're you out here alone?" he asked.

"I needed some air," she told him shortly, then sighed. "It's…tense in there."

"Yeah, I noticed."

"How long have you been out here?"

"Henh. A couple megacycles."

"Oh." Fleetshade looked away, then turned back to him. "You two were close?"

Rattrap was caught off guard by this question and it was his turn to look away. When he faced her again, he was pinned by her wide-eyed gaze. The setting sun was reflected in them, making them shine like searchlights into a deep part of his mind.

"Yeah, we were close." He didn't know how much the others had told Fleetshade about what had happened today, but it had been enough.

"I didn't know him," she said quietly, "but a lot can be said for a 'bot by the way he's mourned. I'm sorry for your loss."

Rattrap grunted, not trusting his voice to speak. Fleetshade went on.

"I've seen a lot in my life so far: pain, suffering, death. I've grieved for friends who were driven beyond their limit, physically and emotionally. But I've never seen war.

"I've heard of it, in a faraway sense. It's one of those things you read about but never seriously think you'll see for yourself. And yet here I am, and in the eight days I've been here there have been two casualties, and one near miss. I never met Tigatron or Dinobot, and yet I feel a sense of terrible grief when I see what their deaths have done to the rest of you. It just doesn't seem right."

Rattrap leaned back with a sigh, his legs stretched out in front of him and his weight of his elbows. "I guess it's just somethin' ya get used to," he said. "You come to terms with it, ya know? Dyin' is a part of life, and when you're at war, you've gotta expect casualties."

Fleetshade was silent for a few cycles. Rattrap, who had been looking at his feet, glanced up to find her shining gaze fixed on his. "You feel a lot more than you let on, Rattrap," she said softly. "You pretend that it doesn't hurt you, that you don't grieve like everyone else does. You pretend not to trust those you feel you shouldn't, simply because trust implies a connection with somebody. As does grief. Why do you hide your connections to people?"

Rattrap stared at Fleetshade, stunned into silence. Fleetshade had discovered in a day what it had taken him stellar cycles to figure out about himself. It was as if she could read his mind like an open data pad.

"I-I dunno," he replied quietly, knowing denial was useless. For a moment he thought about lashing out, telling her she was wrong and not to pry. But what use would it be, if she could see right through the façade anyway?

"How can you tell?" he asked her.

She smiled her deer smile and glanced away. "I'm _usually_ good at reading people." Rattrap noted the emphasis on the word 'usually'. "It comes from stellar cycles of speaking with no words, only actions and emotions. Body language, facial expression, optic contact. That's all you need to reveal a 'bot's soul, if you know how to look."

Rattrap avoided asking Fleetshade why she'd been limited to speaking without words for so long; she would tell him when she was ready. Instead he nodded. "And how 'bout this mornin'?"

"I – I read you wrong," she admitted. "I'm sorry, I really am. I don't have a lot of good experience with males, and so when you said-"

"It's okay," Rattrap cut her off, placing his hand on one of her hooves, "I understand. I haven't exactly lived a sheltered life either. I know how it is: you build up prejudices, walls around yourself to protect you from gettin' hurt."

Rattrap took a deep breath and forced out the words he knew he needed to say.

"Fleetshade – I-I'm sorry about this mornin'. I shoulda known better, but I pushed it too far. Seems I've been doin' that a lot lately."

Fleetshade blinked, then nodded again. "And you couldn't apologize in front of the others. I get it."

"You're good at this," Rattrap told her with a snort.

The deer smiled, but it was bitter. "Not as good as I should be. But I'm slowly learning that not all males are slag-sucking jerks, and that I'm in a very different world than I was in before…."

Fleetshade trailed off, lost in her own thoughts. After a few nanos she shook her head to clear it, then turned to him and flashed him the deer equivalent to a grin.

"So, friends?"

Rattrap hesitated, then returned the grin. This tortured femme may be wise beyond her age in some regards, but she was still a kid at heart. He stuck out his hand and clasped one of her cloven hooves.

"Friends," he agreed.

* * *

Airazor sat on her bed, gazing through tear-filled optics at the hologram on her nightstand. It showed her and Tigatron walking down the beach, hand in hand, enjoying all the beauty this planet had to offer them. She remembered the day like it was yesterday: it was before they had left on their mission to find stasis pods, and Cheetor had snuck up behind them with a holograph machine. Tigatron had rushed after him to retrieve the chip, but Cheetor had managed to get away and had given the hologram to Airazor on the anniversary of her awakening on Earth. Cheetor had called it her birthday, even though the date of her real birthday was lost somewhere in the memories of her past. 

Airazor picked up the delicate stand the hologram was projected from and held it to her breast, tears streaming down her cheeks.

She had thought she was getting over Tigatron's death. It was like Fleetshade had said: her soul would take a while to heal, but the loss was no longer a gaping wound. But with Dinobot's death today….

Another Maximal gone. Another friend she'd never see again, lost to this pointless war. And Dinobot _had_ been her friend, though he had never been close to her. He was uncomfortable around females, just as Fleetshade was with males, but he had been kind to Airazor in his own gruff way. And now he was gone. Like Tigatron. How many more would fall before the Beast Wars were over? Would any of them survive? Everything was so uncertain. Airazor felt as though she were flying with no wings to hold her up, spiraling dizzyingly downward toward some unseen fate. Nothing seemed real anymore: not the solid metal of her recharge bed, not Cheetor or any of the other Maximals going about their own private grief elsewhere, not even her own body. Nothing was real but her grief and loss, awakened again in light of Dinobot's tragedy – and triumph.

Airazor smiled through her tears, knowing with all her spark that Dinobot had fulfilled his wish to die a hero. He had saved the human race and the Maximals' future, finally proving beyond a shadow of a doubt that he was one of the good guys. He had at least experienced some sort of closure, but Tigatron…he had been wrenched from this world so quickly, so suddenly – she still couldn't justify it, still couldn't believe her love wasn't out there in the forest, waiting for her to return so that they could carry on their lives together.

Airazor curled up on herself with a wracking sob and the hologram projector dropped unnoticed from her grasp. It would have hit the floor and shattered had a hand not suddenly darted out and caught it as it fell.

* * *

Fleetshade straightened and replaced the projector on Airazor's nightstand, then bent and put her arms around her friend. Without a word, Airazor leaned against her shoulder and cried until her sobs quieted to small hiccoughs, then faded completely. 

Finally, the bird-bot raised her head and wiped her optics.

"Y'know," she sighed, "I don't usually cry this much. I'm acting like a –sniff – girl."

Fleetshade laughed lightly. "You're entitled to be a girl, Airazor."

"I know. I just – sniff – hate this. I'm usually so strong, so together. But lately I've been a – sniff – wreck."

"Airazor, you've lost somebody very close to you, and then were forced to face anther loss mere days later. Nobot expects you to be stoic and steadfast through that. If you did, you might as well be a sparkless drone."

"But everyone else is handling it so well," Airazor protested. "None of them broke down and cried. Rattrap seems the same as normal, and Dinobot was his best friend!"

Fleetshade smiled ruefully. "I'm sure he'd pay you not to mention you noticed that. And he's grieving a lot more than he lets on. You just have to know where to look."

Airazor finally nodded and smiled. She gave one last sniffle and squeezed Fleetshade's hand.

"Thanks, Fleetshade," she said.

"Hey," the deer-bot grinned, "what are friends for?"

Airazor was silent. Just when Fleetshade thought the falcon-bot had somehow fallen asleep, she spoke: "When Tigatron – when he left, I felt so alone. I mean, I love the guys, but there are things they just don't understand, you know? But now I have you, and you understand the little things that they don't. You're more than a friend already, Fleetshade; you're like a sister."

Fleetshade smiled. The Maximal had echoed her exact thoughts.

"You know," she replied, "I'm starting to remember things about my childhood more often now. Like I knew I had two brothers back on Bedon, but now I remember that I always wanted a sister. I guess I just had to wait a few hundred stellar cycles, because now I have two."

Fleetshade watched as Airazor puzzled this out.

"You mean me and Blackarachnia?" the bird-bot asked.

"Yeah, I do."

Airazor gave this a moment of thought before nodding. "Yeah, I suppose you could be right."

* * *

_Cheetor walked steadily forward through the meadow, following the creature in front of him. The path they followed was marked by a soft azure light, and as the doe walked along she absorbed the light into herself, glowing brighter and brighter with each step._

_Suddenly Cheetor spotted a dark spot marring the grass ahead of them. As they approached, it took the shape of two forms he recognized. The first lay on the ground, motionless. It was Tigatron. The other figure was Airazor. She bent over Tigatron's prone body, shedding golden tears. As Cheetor watched, the doe strayed from the path and lowered her head to the Maximal femme. Airazor looked up and then stood, as if in a trance. The deer returned to the path, and Airazor followed._

_None of the three said a word as thy continued along the path, the dimly-lit meadow growing darker and darker. They were entering a forest, the only light the path ahead and the growing brightness of the deer's form. Cheetor followed it like a beacon into the shadows of the forest, then jumped as something crawled over his foot._

_Looking down, he was horrified to see hundreds of small black forms swarming from the shadows, drawn to the blue light. Spiders. He made to squash one, but the doe turned her head and stared at him. He lowered his foot carefully and they continued along, the spiders following from the edges of the light._

_Suddenly, the forest around them burst into flame. Screams of the dying and injured filled his audios and he saw another figure standing up ahead, shrouded in shadow and smoke. As they drew closer, the figure revealed itself to be Rattrap, and he was standing over yet another body: Dinobot._

_As the party drew closer, Rattrap smiled bitterly. "He broke the disc," he said, motioning to the ground. Cheetor was shocked to indeed see shards of gold lying around, clearly broken pieces. Rattrap lowered his head. "But it won't stay broken," he continued, an eerie note creeping into his voice. "And it'll kill us all."_

_Just then, Rattrap disappeared, and where he had been there was a faint golden glow. The shards lying around on the ground shuddered, then began to fly upward and gather around the golden light, forming a solid ring with the light in the center. Slowly at first then gaining speed, the ring started to spin around and around. As it did, the golden light disappeared and in its place roiled an oily black shadow that spread outward, stretching towards the Maximals on the path._

_But the path was gone, Cheetor realized. The only light now came from the doe. As he watched, helpless to stop her, the deer stepped out in front of him and Airazor. The glow spread, driving the shadows back toward the ring. Just when Cheetor thought the shadow was defeated, he heard the sound of something singing through the air. An arrow shot out of the darkness behind them and struck the deer in the heart. She fell to her knees, blood pooling under her and the blue glow fading. _

"_No!" Cheetor cried, trying to step forward to help her. But before he could move the light faded completely and the shadows poured forth again, enveloping them. All was darkness and he felt the weight of despair and defeat before he faded away..._

Cheetor sat bolt upright, gasping for breath. Without a thought he rolled off of his recharge bed and stumbled to his porthole, which he had rigged to open outwards. Pushing it open, he leaned his head out, taking deep gulps of fresh night air and hoping that he hadn't screamed aloud: he didn't want to wake the others.

This was the third time this week he'd had the same dream. The first time had been the night before Fleetshade had arrived. He'd put it down to stress and forgot about it, until he'd seen Fleetshade's beast mode. Even then he had been uneasy, but still hesitant to say anything to Optimus in case the commander thought he was getting spooked by nothing.

Then the dream had come again the night before Tigatron had been taken by that alien plant. Cheetor had resolved to tell Optimus since then, but the dreams had stopped coming. The cat-bot had taken that as a sign that the rest of its portents were just fantasy, but now Dinobot…Cheetor sighed and sagged against the edge of the porthole, plagued with guilt. If he had said something earlier, would Dinobot and Tigatron still be with them?

And now the dream had come again.

Cheetor pulled his head back inside but left the window open, letting the night breeze flow into his room. It was true that Dinobot had shattered the golden disc before he'd died, and he had done a good job of it: it was surely beyond repair. There was no way a broken object could just reform like in the dream, so what could it mean? And where had that arrow come from?

Cheetor blew out a gust of air and flopped into a chair, guilt eating him away inside. It was his fault that Tigatron and Dinobot were gone, but he wouldn't let the same thing happen to Fleetshade. He would do at least that much right.

"Whoever they are, I won't let them get you, Fleetshade," he whispered to his dark room. "I promise."


	14. Hidden Agendas

Disclaimer: I don't own Beast Wars, yada yada….

Author's Note: Sorry this took so long. My computer experienced a major crash and I was in serious jeopardy of losing all my files, but thankfully the beginnings of this chapter were saved and I was able to finish it as quickly as possible. I should (cross your fingers) be updating more quickly after this, as my slight hint of writer's block has cleared up. Thanks again to DarkXeno foryour constant encouragement.

Wrath of the Femmes

Chapter 12: Hidden Agendas

* * *

"Slag!" 

Blackarachnia slammed the drawer shut and narrowed her optics, claws on hips. The transport she was working on lay a few feet away, almost ready for flight. Except for one huge detail.

"I could have sworn there was a graviton generator around here somewhere," she snarled, frustrated with herself. "So where did I put it?"

After another half megacycle of tearing the bunker apart searching, the generator still hadn't turned up. Exhausted and feeling utterly defeated, Blackarachnia had to fight the urge to cry.

It had been three days since the battle in the valley. Blackarachnia had awoken afterwards in the CR tank with a splitting headache and a sense of realization.

When she heard that Dinobot had died in the battle, she'd been shell-shocked. She'd never had any particular liking for the gruff 'bot, but she had to admit he had style. What better way to die than fighting to defend the future of an entire race? What glory, what fame!

But that didn't change the fact that he was dead. A lot of pain for no benefits, Blackarachnia had decided. Even so, the Maximal traitor's death had spurred her into taking action of her own by opening her optics to a truth she should have seen earlier.

Megatron was insane.

She'd had an idea that the Predacon leader had a few screws loose, but this whole mess just proved it. He'd gone to all the trouble of stealing the Golden Disc from the Maximals – twice. But rather than put the thing to its real purpose, Megatron had decided on a whim to destroy the human race, an idea so ludicrous that it was almost funny. Even if he'd succeeded, who was to say that it would accomplish what he seemed to think it could? Would eliminating the humans from the Great War ensure a Decepticon victory? Possibly. But maybe the Autobots would have had help of another kind, and would have won anyway. And a whole race would never have existed, for no reason other than the insane ambitions of a madbot.

And that's when it had hit her: the access codes for the Ark. That's what the Golden Disc had really had been about. And just like that, the pieces had finally fallen into place. Now that his previous schemes had failed, the Ark would be Megatron's next target. Right then and there, she had made up her mind that she wasn't going to let him get his hands on that old ship. Silverbolt's words had again come echoing back to her: "_You were originally_ _a Maximal protoform._" If Megatron attempted to change history, if he destroyed the Autobot warriors inside the Ark, not only would he wipe out the Maximals but Blackarachnia would be a goner as well! And there was no way she was sacrificing her own hide for Megatron's crazed ideals.

And from that moment of epiphany, her goal had been clear. Before the valley, the access codes she possessed had been of mild interest; a convenient piece of information to blackmail Megatron with. Once the tyrant had retrieved the Disc from Dinobot, they had been even less that that. She wasn't stupid enough to have any ambitions of her own for the Ark: even she knew that messing with the future was dangerous business. Any _sane_ 'bot knew that!

But now the Golden Disc was gone, destroyed. Dinobot, that self-sacrificing saurian, had put Blackarachnia directly in the line of fire. Megatron may be crazy, she knew, but that didn't make him stupid. He must know by now that she had stolen the access codes, and now he'd be after her for them. She knew he'd stop at nothing to get them, and that had been the final push. Blackarachnia _had_ to get to the Ark before Megatron – or Tarantulas – got to her.

Blackarachnia had found this cargo bay a few weeks ago, and it seemed Megatron had forgotten about it. So, using the spare parts collected from Fleetshade's ship and an expired stasis pod found shortly after the transwarp wave, she's set about creating a transport that could get her to the Ark. She'd been working on it in every spare cycle she had, not sleeping at all, pushing herself to the limit. She was exhausted mentally, physically, and emotionally. Why else would she be ready to burst into tears?

And now it was almost done; it just needed that graviton generator!

Finally deciding that the blasted thing was nowhere to be found, Blackarachnia sat down on an old crate with her head in her claws. She was so close, and yet so far from completing the thing! That graviton generator had been the last of the ones the _Darkside_ had carried. The Predacon base was originally a deep-space cruiser after all, and didn't have a lot of spare equipment.

Just then, the she-spider's head popped up. Of course! The Predacon's ship may have been a cruiser, but the _Axalon_ was an exploration ship! It was bound to have a whole ton of graviton generators lying around!

Now, she just had to devise a way to get her claws on one. She was halfway through an elaborate plan to sneak into the Maximal base when she thunked her head against the wall.

"Duh, B," she told herself. "You've got an ally right inside the Maximal base!"

She wasn't going to examine why she had just called herself by that nickname. She was more worried about how she would contact Fleetshade and let the girl know what she needed her to do.

There was only one thing for it, she decided. She transformed to beast mode and scuttled out of the abandoned storage bunker, intent on her task.

* * *

Megatron lounged in his evening energon bath, watching his secret security monitors with mounting satisfaction. 

He watched Blackarachnia scurry from the 'abandoned' cargo bay and wondered where the she-spider was headed to. The cameras didn't have audio feed, but he could see the semi-lighted cargo bay as if in bright daylight thanks to the infrared lenses.

Megatron had been watching her build that transport for days now, biding his time. He had decided not to go after her directly, but to allow her to lead him right to the Ark: he'd even give her a head start so she could dig the cavern open for him.

Megatron already knew the Ark's whereabouts, of course. He was not arrogant enough to leave it a mystery, and had journeyed to the coordinates given on the disc as soon as he'd decoded it. Sure enough, he had found the Ark in all its primitive Autobot glory.

But he had hesitated. His plan was a dangerous one, and he had been loath to put it into motion without trying all of his other options first.

Now his other options had been exhausted. The Disc was destroyed, thanks to Dinobot's worthless sacrifice. And time was running out. His scanners told him that the transwarp wave would be reaching Cybertronian space within two days, and no doubt a ship would be sent out to rescue the Maximals – and to recapture him.

Megatron was not deluded – he knew he didn't have the firepower or the troops to withstand a fully functional Maximal guard vessel. If the Maximals reached Earth before he destroyed the Ark, his mission, his dream, perhaps his life - was over.

He'd give Blackarachnia two days. After that he'd have to go dig it out himself. With a heavy sigh, Megatron switched off the security cameras and lowered himself deeper into the energon liquid. His gaze wandered for a moment before falling on the small rubber duck he had grown rather fond of the past few weeks. He had found the thing a few days after crashing on Earth, apparently abandoned by the _Darkside_'s previous owners. Well, its current owners, Megatron amended. He had stolen the ship, after all.

Megatron snatched the duck, causing it to squeak indignantly, and held it up to his optic level.

"What are you staring at?" he asked it.

The duck did not reply, merely fixed the Predacon with its beady black gaze and dim smile.

"That's what I thought," Megatron said smugly, replacing the toy in the energon liquid while continuing to voice his thoughts aloud.

"There is one more loose end to tie up, yes," he told the duck, "and that is the matter of Tarantulas. The spider has been quiet for far too long; he must have something up his sleeve."

Megatron lapsed into a thoughtful silence after that, the only sounds being the gentle swoosh of the circulating energon fluid and the various humming and ticking of his computers and instruments.

The time was indeed at hand. The time to act, before he longer had the chance.

* * *

Tarantulas typed furiously, head bent over his computer console, trying to keep himself busy with mindless encrypting of data. He could most likely do this dull work while in stasis lock, but he had been so jittery lately that any task was better than being left alone with his thoughts. 

Even now, his worries rose unbidden to the forefront of his processor. Frustrated and dismayed, he swung around in his chair and launched himself into a standing position, pacing before he even hit the floor. The Predacon spider had been pacing a lot lately, and as he traced the usual path back and forth across his cavernous lair he finally allowed himself to ponder over the predicament he had worked himself into.

Previously since landing here on Earth, his allegiance to the Predacon Secret Police had lain dormant among the more basic need to survive. His mission had originally been to infiltrate Megatron's organization prior to the theft of the Golden Disc, but he had become so interwoven in the rebel's schemes that to back out right before the theft would have meant certain death. Tarantulas had had no choice but to follow through with Megatron's deranged plan and hope something would go wrong.

But to his surprise, Megatron had actually pulled off the heist and made a getaway before the Maximal authorities had responded. Trapped on the Darkside and unable to admit his affiliation with the Council, Tarantulas had been forced to wait until the opportunity arose to make his escape. Upon crashing on Earth, Tarantulas knew they were sitting ducks for whichever faction found them first. Add to that the threat of the aliens and this planet was a deathtrap. He had tried many a time to escape, but to no avail. It seemed fate was not on his side in this whole ordeal.

The most recent alien attack had provided an excuse to declare his independence of Megatron, and so far Tarantulas was fairly confident that the madbot had chosen to forget about him.

Tarantulas, however, had not forgotten about Megatron. Using his arachnoids, the spider had set up a surveillance system in the Predacon base that even Megatron's thorough scourge had been able to uncover. From the safety of his lair he'd heard the tyrant detailing his plans to himself and members of his 'loyal' following. It was this spying that had allowed Tarantulas to overhear a conversation between Megatron and his rubber duck about the Golden Disc and its real purpose – the instructions from the Decepticon Megatron pertaining to the Ark.

Tarantulas paced up to his monitor and pushed a button. The screen switched to a visual representation of the transwarp wave created by his escape pod weeks earlier. The wave, his computer told him, would reach Cybertron within forty-eight megacycles.

"Damn!" Tarantulas burst out. "Too soon, too soon! I have no _time_!"

Whirling around on his heel, the secret agent resumed his pacing, muttering lowly to himself. "The Maximals on Cybertron are bound to intercept that wave. And when they do, a search party will no doubt be sent to our whereabouts, most likely consisting solely of Maximals. And I doubt that I'd be granted amnesty for my connections to the Secret Police. No, if the Maximals get here I'm doomed. As are all the Predacons on this planet. There's no time to escape, no time to do anything. No time, no time…."

Frustrated, Tarantulas took out his blaster and blew a nice-sized dent in one wall. "What am I going to do?" he screamed at his empty lair.

The only response was his echo, bouncing off the walls of the cavern. "To do…to do…to do.…"

Tired of pacing, Tarantulas put up his blaster and threw himself down into a chair. He was full of nervous energy, but what could he possibly do to save himself at this point? Everything had failed. He had no edge, no leverage.

Or didn't he?

"Computer," Tarantulas ordered, "Switch to arachnoid spy visual."

"Complying."

Tarantulas waited while the computer contacted his little pets, praying that he'd find what he wanted.

"Visual attained."

The screen before him faded into what he could easily identify as infrared vision. The leafy accents in the foreground suggested that his arachnoid had taken cover behind some ferns near the Maximal base.

Nothing stirred.

Tarantulas sighed, impatient with this waiting. If Blackarachnia thought she'd deterred him from keeping an eye on that small neutral femme, she had another think coming. The female was far too fascinating to be forgotten, and could now prove very useful as a bargaining tool if he could only get his claws on her. His arachnoids had been spying on the Maximal base day and night, but Tarantulas hadn't seen her since last night, when she had been speaking to that vermin Rattrap. He didn't dare allow his pets into the _Axalon_ itself, so he'd had to make do with exterior spying. But throughout the day and the ordeal with the Transmutate, he had detected neither hide nor hair of the deer female anywhere. She must be keeping to the base, which didn't help him at all.

Just then, something moved out of the corner of the arachnoid's field of vision. Tarantulas tensed and leaned forward slightly, unable at first to believe what he saw.

"Now what is that witch doing right outside the Maximal base?" he mused, zooming in a bit closer. He watched as Blackarachnia, in beast mode, approached the _Axalon_ from the cover of the cliff behind it and transformed.

"Foolish female," he whispered. "You'll be caught by their scanners."

But once again Blackarachnia surprised him, for she pulled something out of her subspace compartment and checked to make sure it was working.

"My energy signature cloaking device!" Tarantulas gasped. "I was wondering where that went! You clever little thief!"

As the agent watched, Blackarachnia replaced the device in her subspace pocket and activated her communicator. Tarantulas typed in a few commands and the arachnoid crept closer in order to better hear what was being said.

"…can you hear me? Fleetshade, this is Bla-this is B."

There was a short silence, then the she-spider's comlink buzzed.

"Woah, B! You're lucky I'm alone, or we'd both be in deep slag!"

Blackarachnia made a face.

"Sorry, Fleetshade, but this is really important. I need you to meet me outside behind the cliffs as soon as possible. I need to ask you something."

"What is it?"

"I can't explain right now. Just – just trust me, okay?"

Another silence, then, "Okay. I'll be out in a few cycles. Stay hidden."

Blackarachnia began to say something, but Tarantulas didn't hear any more of the females' conversation. He was already in vehicle mode and tearing out the entrance to his lair, speeding away in the direction of the Maximal base. This may be his only chance to nab that neutral female, and if her energon power didn't give him the edge he needed to survive Maximal capture, nothing did. And if he managed to somehow get the drop on Blackarachnia as well, then all the better.

"You'd better watch out, witch," Tarantulas whispered eerily as he roared over the meadow terrain, "or those codes are as good as mine."


	15. Plans

Disclaimer: I don't own Beast Wars. That honour belongs to Hasbro and its people.

Wrath of the Femmes

Chapter 14: Plans

Author's Note: I'm really sorry about the delay. I've been so busy lately I've barely had timeto think let alone write. I've planned out the rest of the series and all I have to do now is write it, so hopefully the next few chapters won't take as long. Happy reading!

* * *

Fleetshade turned off her comlink, curiosity and dread mixing within her. What could Blackarachnia need so badly that she had gone to the risk of contacting her? And how had the Predacon even accessed her comm. frequency? It had been so long since she'd used her built-in communicator that Fleetshade couldn't believe it still worked! Then again, Blackarachnia was one of the sneakiest and skilled 'bots Fleetshade had ever come across. 

Over the last four days, Fleetshade had been cooped up inside the Maximal's base. She could have ventured outside, but the few times she did, somebody always found an excuse to join her. The Maximals insisted that they trusted her, but she still felt like an oddball among them.

However, her confinement hadn't been boring. She had gotten to know the Maximals one-on-one, and through them had learned all that had happened since they had crashed here – about the Beast Wars, the aliens, and the transwarp wave that would reach their home planet of Cybertron within two days. She'd spent a little while yesterday helping Rhinox track the wave's progress, and Rattrap had taught her how to repair a damaged energy cell today. Fleetshade had known the rodent-bot hadn't really needed help, but wanted to keep her out of the way while the others debated over the Transmutate. The poor thing, Fleetshade reflected. An innocent victim of circumstance – much like she herself had been.

Cheetor and Airazor were her almost constant companions. Cheetor had showed her how to play his computer games and the pair had spent many megacycles battling each other as various Maximals and Predacons. Airazor, meaning well, had taken Fleetshade on early scout patrol that morning to get her out of the base for a while. Fleetshade had to admit that Airazor had made an effort to fly level, but the deer-bot still hadn't enjoyed her second flight any more than her first. Cheetor had volunteered a few times to take her for a ride, but Fleetshade had remembered Airazor's warning and declined.

Silverbolt had also proven to be just what Fleetshade needed. While his outdated chivalrous manner and odd way of speaking were a joke among the Maximals, Fleetshade found it helped her to understand a little more about Maximal values. Silverbolt had been kind to her from the beginning, and the night after Dinobot's death she had sat up with him on the graveyard watch shift. He'd told her about his brief time as a Predacon and the differences he noticed in the way the two factions behaved. Yet there had been something under his words, a sort of loophole he left open regarding his views on Predacon habits. Fleetshade hadn't lived most of her life speaking with expression for nothing, and it hadn't been hard to put Silverbolt's unspoken words and thoughts together with Blackarachnia's account from the other day. Silverbolt was obviously smitten with the Predacon femme. Fleetshade had said nothing, but had resolved to talk to Blackarachnia about this at the first given opportunity.

Which, as it turned out, was right now.

The deer-bot took a deep breath and wondered how best to exit the base. Blackarachnia had been lucky that Fleetshade had retired early to her newly-assigned private quarters tonight, or she'd be in big trouble. The Maximals regarded her with tenuous trust as it was; if she started getting transmissions from a Predacon she'd be out of there in a nanoklick. And, despite herself, Fleetshade was beginning to enjoy herself among the Maximals – even the males.

Fleetshade considered slipping out the back hatch alone, but that would get her nowhere. It was a long way down to the ground, and then how would she get back in? No, she'd have to get Airazor to accompany her outside for an 'evening stroll' or something. Yeah, that was it. Airazor was the only one here that knew about Blackarachnia, and the two of them together should be able to formulate a good excuse.

With this in mind, Fleetshade slipped out of her room and down the hall to Airazor's. She knocked on the door and a muffled "Hold on" was heard from inside. Fleetshade waited a few nanos before the door slid open and Airazor peered out.

"Oh, hey Fleetshade," the bird-bot said with a smile. "I thought you'd gone to bed."

"I was going to," Fleetshade grumbled. "Can I come in?"

Airazor's smile was immediately replaced by an inquisitive raised optic ridge. "Okay."

Fleetshade stepped in and the door hissed closed behind her.

* * *

A few cycles later, the two femmes were outside. Fleetshade had reverted to beast mode and Airazor stood in robot mode a few meters away. They had told Silverbolt, who was on monitor duty for the night, that they needed some air and were going for a walk. Silverbolt, not one to sniff out ulterior motives, had let them out without a second thought. 

Sentinel still wasn't up for the night, but according to Fleetshade's internal timer, which she had set to Earth time, it would activate automatically with half a megacycle. Airazor was going to stay where she was, acting as sentry, while Fleetshade snuck around the back to talk to Blackarachnia.

The deer meandered her way nonchalantly toward the back of the _Axalon_. Airazor had assured her that there were no hull cams on this side of the base, but Fleetshade was taking no chances at getting caught. Finally, she turned the corner and there was the tumble of rocks, the remnants of the cliff the _Axalon_ had ploughed into upon crashing on Earth. She checked the back wall for portholes and security cameras and found none. Satisfied that she wouldn't be seen or heard, she took a deep steadying breath and hoped for the best.

"B?" she whispered at the rocks.

"Over here."

Fleetshade turned towards the direction of the voice and spotted a spider's leg sticking out from behind a large boulder. The neutral female ducked behind the boulder and came face to face with Blackarachnia in robot mode.

"Hey B," she greeted.

"Hi."

"What's the emergency?"

Blackarachnia looked both ways quickly and leaned in closer. "How much time do we have?"

"Half a meg before Sentinel activates for the night."

Blackarachnia nodded and took a deep breath. She then launched into the story of the last few days, from her defeat in the valley to the present. Fleetshade was aware the moment Blackarachnia stopped telling her about her problem and when she was actually just letting out the tension from the last few days. The neutral female remained silent, letting the spider babble on about her fears, her anxiety about what would happen and her anger toward Megatron. And that she desperately needed Fleetshade to steal one of the Maximals' graviton generators for her. When Blackarachnia finally finished, it was obvious she felt better.

"Did I just tell you all that?" the Predacon asked, astounded by what she would consider a weakness.

"Yes," Fleetshade said. "You needed to."

Blackarachnia thought about that for a moment.

"I think I'm going soft," she stated miserably. "Just figures I'm a failure as a Predacon."

"That's not true, B, and you know it."

"How would you know? You've never been one."

"Well maybe you're not the best of Predacons. Silverbolt-" Fleetshade watched for the slight change in Blackarachnia's optics that would confirm her suspicions and found it almost immediately. She went on, "Silverbolt told me what he thinks about Predacon mannerisms as opposed to Maximal behavior, and I'm starting to understand the dividing line. So maybe you really do have morals and ethics and a sense of what's right deep down. Maybe you do have the capacity to love. Being a bad Predacon, it seems, means being a good 'bot overall. And I knew that about you from the start: why else do you think I trusted you?"

Blackarachnia just stared at Fleetshade, shocked.

"I thought it was because I was female," she said.

Fleetshade scoffed. "What, you really think I'm that stupid? I may be naïve, but I'm not a child. Female or no, if you had been as good a Predacon as you thought you were I wouldn't be talking to you right now."

Blackarachnia still looked shocked, but now she also looked ashamed.

"I never thought you were stupid, Fleetshade."

The deer-bot heaved a deep sigh and nodded. "I know. But you had to hear that. I-"

"Shhh," Blackarachnia hushed suddenly. "Hold on a nano. I think I hear something."

Fleetshade strained her audios and sure enough, there was a tiny scratching, whirring noise coming from behind the rock she was leaning against. She froze and caught Blackarachnia's optics.

"Arachnoid," the spider mouthed silently, confirming Fleetshade's worst fears. Tarantulas was still spying on her, even here? Did he ever give up?

Panic started setting in, but Fleetshade held it down. Blackarachnia slowly and silently stood and brought out her blaster. As Fleetshade watched, the spider femme edged around the boulder and fired a single shot which was silenced by something hard. A few nanos later, Blackarachnia re-emerged carrying the sparking remnants of one of Tarantulas' spy drones.

"Slag," Fleetshade said, staring at the thing with distaste.

"You can say that again," Blackarachnia murmured. "He heard all of that."

Fleetshade let loose with a string of violent curses she had learned in the mines, leaving Blackarachnia sitting there with her mouth hanging open.

"Now where did you pick that-"

The Predacon cut herself off and was on her feet in an instant, gun held out in front of her. Fleetshade heard it too: the unmistakable roar of approaching wheels.

The neutral 'bot had to fight down instinctual panic: not only had Tarantulas been spying on her, he was here now!

"How'd he get here so fast?" Fleetshade asked. "We were talking until less than a cycle ago!"

To the deer-bot's surprise, Blackarachnia grinned. "I know," she said. "Which means he didn't hear any of what we said. I have a pretty good idea of where his hideout is, and in order to get here he would have to have left as soon as he saw I was here."

Fleetshade nodded. "That's good."

"It won't be if you just stand there," the spider snapped as the roaring grew louder. "Get back inside, now!"

At that moment, Airazor came bolting around the corner of the base. She spotted the other two femmes and headed in their direction.

"Tarantu-"

"We know," Blackarachnia snapped, gesturing to the sparking arachnoid. "We found one of his spies."

"Hoo boy," Airazor commented. "That 'bot does _not_ give up!"

"No, he doesn't," Blackarachnia snapped, "Now both of you get your skids inside. Now!"

Fleetshade took a quick check of her internal chronometer and gasped. "Thirty nanoklicks 'til Sentinel activates!" she yelped. "B, you're inside the perimeter!"

"Quick! Get outta here before you're trapped!" Airazor whispered.

"Too late," Fleetshade whimpered: the roar of wheels had silenced. "He's here!"

"Ooh, excellent observation," hissed a creeping voice as Tarantulas stepped around the corner in robot mode, blaster held out before him. All three femmes turned to look at him and he smirked.

"What do we have here?" the madbot sneered. "A little slumber party on Maximal property?

"They'll have picked him up on the scanners," Airazor mumbled.

"No, he'll have a sig-masking device, like mine," Blackarachnia whispered, her lips barely moving.

"Then we need him to get…about three feet closer," Airazor estimated. Fleetshade nodded, her internals twisted up in knots. And not just from fear. She felt a moment of incredible relief, mixed with dread as she realized she had something very important to tell the girls later. Five nanoklicks now until Sentinel was operational. Four.

She started counting down under her breath.

"Three..."

"Bet you thought you were safe, didn't you girl?" Tarantulas asked Fleetshade, leering menacingly at her and taking a step forward. Blackarachnia pointed her gun at him, but he ignored it.

"Two…"

"What do you want with me?" Fleetshade demanded, stalling for time. She just needed him to take one more step closer.

"One…"

Tarantulas took another haughty step towards the females and started to speak, but was cut off as Sentinel's energy shield came whipping up from right below him, catching the spider in its field and shocking him for a few suspended moments. Then it hurled him a good ten meters away. He bounced painfully a few times, then slid to a rest. Within moments, he was up and running.

Immediately, the _Axalon_'s alarm bells started whooping. The base's autoguns came online and started firing at Tarantulas' retreating form. Fleetshade bolted out so that she could see the front of the base just as the lift came down occupied by Silverbolt, Optimus and a sleepy-looking Rattrap.

"Sentinel, stand down!" Optimus ordered.

"Acknowledged."

The shield zipped down as quickly as it had come up and the autoguns retracted. Optimus looked wildly around and spotted the females standing there.

"What's going on here?" he demanded.

Fleetshade's optics widened and she glanced behind her to where Blackarachnia was standing – and saw nobody. A furtive look around showed that Blackarachnia was gone, probably seizing the opportunity to get out while Sentinel was down. How _did_ that girl move so quickly and quietly?

"I-" Fleetshade started to explain, but Optimus cut her off.

"Wait a moment. Rattrap, Silverbolt, go see if there are any others around."

"Not likely, since ole web-brain's been operatin' solo for a while now," Rattrap commented. A look from Optimus made the rodent-bot roll his eyes and pull out his gun, then he and Silverbolt split up and started to circle the base.

"Now, what happened?" Optimus asked again. Airazor and Fleetshade hurried over to where he stood, hands on hips, waiting for an explanation.

"Tarantulas – he came out of nowhere and attacked us!" Airazor blurted, sounding convincingly innocent. Fleetshade's vocal circuits seemed to be blocked with leftover fear and panic – and perhaps something else, so she was glad the bird-bot was doing the talking.

"We found one of his drones watching us," Airazor continued, gesturing to where she had last seen the corpse of the arachnoid. Only to find that it, too, had vanished.

"Where'd it go?" Airazor yelped, slanting a surreptitious look at Fleetshade behind Optimus' back. They both knew where the drone had gone.

"It was right here!" the Maximal femme continued. "He must've grabbed it before Sentinel blasted him!"

Optimus frowned; Fleetshade wasn't sure if he was buying the story, but she had to back it up.

"I saw him pick it up," she confirmed.

"Uh huh," Optimus grunted. "Did he say anything?"

"He was taunting me," Fleetshade answered truthfully. "I think he's still after me for something."

"Did you see any other Predacons?"

"No," Fleetshade lied with a twinge of guilt. It felt wrong to lie to Optimus after he and the other Maximals had been so kind to her. Perhaps if she told him about what Megatron was planning, he'd help Blackarachnia stop him. Or maybe he'd kick Fleetshade out of the Maximal base to get snapped up by Tarantulas and used as a science experiment. Either way, Fleetshade was simply a pawn. And she was _not_ about to let herself get toyed with again!

"No, I didn't," she said again, almost fiercely. Airazor slanted a look at her, but Fleetshade ignored the bird-bot.

"Alright then," Optimus sighed. "It must have been a solo attack, like Rattrap said. You should go inside now, both of you."

"Right," the females chorused. Together, they walked over to the lift and let it carry them up into the control room. When they reached the top, Airazor breathed a sigh of relief.

"That was close," she whispered to Fleetshade. "Next time, we call her!"

Fleetshade shook her head, not in the mood to joke around. "She had something serious to tell me. Very serious. And there's something else you should know. I'll tell you about it tomorrow, but I need to talk to someone else right now."

Airazor raised her optic ridges but nodded. "Okay. Whatever you say, little sister."

The familial term boosted Fleetshade's spirits enough for her to give Airazor's hand a quick squeeze before the bird-bot drifted off down the hall to her quarters.

Reverting to robot mode, Fleetshade took a seat in front of a monitor and waited for Silverbolt to come back inside.

* * *

Rattrap yawned widely as he sidestepped around a large boulder. He hadn't been sleeping well lately, kept awake by haunted thoughts of burning valleys and alien devices. Tonight had been the first time sleep had felt inclined to grace him, and now look what happened! Trust that crazy spider to come after Fleetshade on the one night Rattrap managed to get some shut-optic! 

Cursing his rotten luck, the rat-bot cleared the boulder and found no Preds hiding behind it. He didn't know why Optimus was being so uptight about searching: why would Tarantulas be working for Megatron again after being on his own for so long? More likely he'd been in the neighbourhood and decided to terrorize Fleetshade for the fun of it.

Just as he was about to head back inside and call it a night, something caught the Maximal spy's optic. His instincts kicked in and he was immediately wide awake, scanning the area for movement.

There! Something was crawling among the rocks, trying to scale the cliff! Something with eight legs and a distinctive red pattern that glowed in the light of the rising moon.

"The widow," Rattrap muttered. "Of course. Who else would be following Tarantulas around these days?"

Blackarachnia was too far away to be bothered chasing her, so Rattrap activated his comlink instead.

"Yo, Boss Monkey," he reported. "Got somethin' on the eastern edge of the perimeter. Looks like a black widow to me."

"Hmm," Optimus responded thoughtfully. "Well, those two spiders have a reputation for plotting together. We should probably run a quick check of the base to see if anything's been stolen."

"Right," Rattrap grunted shortly, then turned off his comlink. He'd given his report; now he was going back to bed.

But as he trudged back to the lift, he couldn't help but think something fishy was going on around here. When he'd been awoken by the alarms and rushed into the control room, Silverbolt had been blabbering something about Fleetshade and Airazor being outside when the attack happened. Now, as far as Rattrap knew, those two were hardly ever out after dark for no good reason other than 'needing some fresh air'. Then it just so happens that two Preds show up?

Sure, Fleetshade said Tarantulas was after her. That could be a lie, but even if it wasn't that didn't explain the she-spider lurking around. Something didn't add up here and as much as Rattrap had grown to trust and even like Fleetshade these last few days, how well did any of them really know her? Well, except Airazor. What part did she play in all this?

Rattrap passed Optimus on his way to the lift and the leader nodded to him. Rattrap grunted in return and pressed the button for the lift just as Silverbolt came around the other side of the _Axalon_. The fuzor said a few words to Optimus and shook his head once, then both joined Rattrap on the lift. As they ascended, Optimus pressed the security button and Sentinel snapped back to life around the base.

Rattrap wasn't sure if he was surprised to see Fleetshade sitting there alone waiting for them, but he didn't particularly care at the moment. She may be a spy, but at least she was a pretty one, he reflected wearily as he continued silently down the corridor to his living quarters.

* * *

Silverbolt bid Optimus goodnight, Rattrap having already slumped off, and turned to Fleetshade, who fixed him with an expectant gaze. 

The fuzor lowered himself into a chair beside her, wondering what it was the deer femme wanted. The two of them had had a long conversation a few days ago while he had been up on watch, and ever since then she had spoken to him and the other Maximals a bit more freely.

But this was going to be no idle chat, Silverbolt predicted as he switched the monitors to grid view and pulled his chair over next to hers. She had a look in her optics that meant he was in for a serious talking-to. The same look Optimus got sometimes before battle when he gave one of his motivational speeches.

"Yes, milady?" he asked politely.

She smiled and relaxed somewhat. "I hope you don't mind me sitting here awhile," she said hopefully.

"Nonsense. It's always a pleasure to have company. Especially company as charming as yourself."

Fleetshade's mouth twitched a few times before she allowed herself to let out the laughter. It flowed like a rushing river, still free and innocent despite the many hardships she must have endured. Silverbolt liked her for it.

"Funny," she said wryly once her laughter had died down. "A few days ago I'd have taken that comment as a threat. Now I can laugh at it."

"You've come a long way in a short time," Silverbolt agreed.

The small femme sighed and sobered completely. Her voice lowered and she leaned closer to him.

"Can you make sure we're alone?" she whispered. "I don't want anybody else to hear this."

Silverbolt was somewhat shocked by this, but the look in her optics urged him to comply. He swung his chair to the monitors and, using the command Cheetor had taught him, changed the signature scanner to detect Maximal signatures rather than Predacon. He then zoomed in on a grid of the base, which showed five little red Maximal insignias. Four of them were in separate living quarters and one was in the command center.

Fleetshade nodded, satisfied, and Silverbolt changed the scanners back. He dawdled slightly, not knowing if he'd like what Fleetshade had to tell him and suspecting he had some idea what it would be.

When he could delay no longer, he swiveled his chair to face the neutral femme again.

"Blackarachnia was here tonight," she told him point blank.

"I know," he responded just as flatly. "Optimus told me. Rattrap spotted her escaping over the cliff."

This surprised the girl, but she recovered fast.

"Silverbolt, I'm going to tell you something and you have to promise me you'll tell nobody else until you need to."

Silverbolt had a bad feeling about where this was going, but he felt obliged to help this youngster in any way he could.

He caught himself suddenly: he could hardly call this femme a youngster, as he was in every probability not much her senior. But he still nodded; both a promise and an encouragement.

Fleetshade took a deep breath and let it out slowly. "Okay."

She then launched into the story of what had happened to her the first day she'd crashed. Of course, the Maximals had had their suspicions that Blackarachnia had made contact with the girl, brought about by the fuzor himself. But to have her admit that Blackarachnia had helped her to acquire a beast mode and hide from the Predacons brought Silverbolt a queer sense of pride, though his face never moved from its neutral expression.

He had, of course, never mentioned his feelings for the Predacon femme aloud. But that didn't stop him from admitting them to himself. He was determined that Blackarachnia retained at least part of her original Maximal programming, and what Fleetshade was telling him proved it.

But it didn't stop at that one time. Fleetshade continued to recall the night she had come to live at the Maximal base, where Blackarachnia had been the one to suggest it in the first place! These actions were surely unbecoming of a Predacon, Silverbolt thought smugly.

He saw Fleetshade watching him very carefully and realized that she could see right through his carefully blank façade. She had mentioned something once about being able to judge people better than the average 'bot, and it seemed she was right. Or was it really that obvious?

And suddenly he realized that he had nothing to hide; not from this female.

Finally, Fleetshade told him what Blackarachnia had told her tonight, about Megatron's insane plan and the spider femme's dilemma.

"She told me it's almost finished, but she needs one more thing. A…graviton generator?" she stumbled over the name of the instrument. "Do you know what that is?"

Silverbolt nodded. He did indeed know what a graviton generator is, and he happened to know where the Maximals stored theirs. But that was she asking of him?

"She told me I had to get one from here," Fleetshade continued. "The Predacons don't have any."

"Well, I doubt Optimus would just hand you a graviton generator for no apparent purpose," Silverbolt told her, confused. Surely the girl knew that!

Fleetshade stared at him a moment, then smacked the heel of her hand against her forehead.

"I forgot you don't draw normal conclusions," she said, almost like an apology. "Let me rephrase this: she told me to _steal_ a graviton generator for her."

Understanding struck and so did its implications. Silverbolt may have been naïve, but he wasn't stupid.

"If you were caught, Optimus would no longer trust you," he said slowly, beginning to understand the dilemma.

"And Rattrap would no longer trust me. And Cheetor and Rhinox would no longer trust me. And I'd be kicked out and Tarantulas would get me." She finished, all in a rush of breath.

"So what are you going to do?" the fuzor asked her.

"Well, I was hoping I wouldn't have to do anything. I thought _you_ could…." Fleetshade trailed off and looked up at him from under her optic ridges.

"You want me to steal the generator for you," Silverbolt finished for her. She nodded.

The Maximal sighed. "That would be risky."

"She likes you."

"I'd have to – what?" Silverbolt was completely thrown by this comment that seemed to come out of nowhere.

"I said she likes you. Blackarachnia, I mean. She won't admit it, but she does. This is your chance to prove to her that you're willing to go out of your way for her. I'll watch your back. All you have to do is get a generator and take it to her on one of your patrol rounds."

Silverbolt could feel himself getting cornered. He _did_ want to prove to Blackarachnia that he could be of use to her, but the idea of stealing something from the Maximal base and giving it to her conflicted every moral he stood for.

Again, Fleetshade seemed to see right through him.

"Silverbolt, this is important. This isn't just helping a Predacon, you know. This is helping a Predacon help the Maximals. If Megatron tries what she thinks he will-"

"I know," Silverbolt cut her off. He didn't need to hear any more. "I'll do it."

"You will?"

"Yes. Though I'll probably regret it. And I'll probably be caught, and what if it doesn't work?"

"Silverbolt."

"Yes?"

"Shut up."

The fuzor sighed. "Of course. Thank you. Any more of that and I'd have changed my mind."

Fleetshade smiled at him, a dazzling, genuine smile. "No, you wouldn't. You're a good person 'Bolt, and I know you'll do the right thing. Whether or not some people would consider it the right thing to do."

Silverbolt nodded, sure that Fleetshade knew his ulterior motive as clearly as he did but glad that she didn't voice it aloud.

"Well, I should head off to bed. Thanks Silverbolt. You won't regret this."

"I'm sure. Good night, milady," the fuzor replied distractedly with a slight bow.

As Fleetshade moved off with a quick smile, Silverbolt couldn't help but think she was wrong: he may indeed come to regret agreeing to this.


	16. Taking Action

Disclaimer: Beast Wars is Hasbro and Mainframe's brain child, not mine.

Wrath of the Femmes

Chapter 15: Taking Action

* * *

"So you got him to take it?" 

Fleetshade nodded. "Yeah. I don't think he likes it, but I also think he knows how important this is."

Airazor shrugged. "And it helps that he'd probably do anything where _she_'s involved."

"I don't like to think that. He has standards, but he also really wants to confirm what he already believes about her: that maybe she's not all bad."

"Now if only she'll believe it." Airazor mused. The two femmes were sitting in Airazor's room on the morning after Fleetshade's talk with Silverbolt. Airazor sat on her recharge bed, one leg dangling off the side and her arms draped around her knees in a graceful slump. Fleetshade sat cross-legged on the floor, leaning against the bird-bot's nightstand.

There was a thoughtful silence, then Fleetshade smiled. "That's an odd comment for a 'bot who told me B was nothing but trouble, not even a week ago."

"Been doing some thinking," Airazor mumbled quietly. Fleetshade nodded slowly.

The mood around the Maximal base had been generally high this morning: the transwarp wave had reached Cybertronian space. Cybertron was bound to intercept it, and when they did a search party would be sent to take the Maximals home. They had all been overjoyed (with the possible exception of Silverbolt, but he had been won over easily), but under it all was the underlying fear of the inevitable: a last-ditch attack from Megatron.

The femmes and Silverbolt had a pretty good idea what Megatron's tactic would be, but they hadn't told anybody about Blackarachnia's counter-plan, unsure if the other Maximals would approve. Especially because Blackarachnia was the one who had devised it.

Rattrap was on monitors, watching for any sign of Predacon activity. Silverbolt was out on 'patrol duty', actually taking the graviton generator to Blackarachnia. The rest of the Maximals had broken off into small groups or had gone off somewhere to be alone with their thoughts. The females were waiting anxiously for Silverbolt to get back and tell them how it went, and Fleetshade was filling Airazor in on what had happened the night before.

After a few cycles of comfortable silence, Fleetshade spoke up.

"There's something else you should know about," she said hesitantly, sounding as if she wasn't sure she should say anything.

"What?" Airazor prompted, leaning forward.

Fleetshade shifted uncomfortably. "I don't know. I - last night, during the attack, I had this feeling. When I first saw Tarantulas, I felt like…like I did before. When I had my power. This weird surge. It didn't hurt, it just…wanted to get out."

"What?"

"It was like it wanted to escape. It happened last time when I was really afraid, or in pain. But I was able to control it then, saving it all for my escape. There was a bit left when I got here, and even then I was so panicky that I was…looser with using it than I would have been normally."

"It takes control when you're scared?"

"Something like that," Fleetshade replied with a nod. "I don't know. But it seems like it's back all of a sudden."

"How? What could have caused it?"

"I was wondering that myself. The only thing I can think of is that, when I was working with Rattrap on the base's power cells yesterday, he told me they weren't producing as much energy as they should have been, as if something was draining them. I didn't pay any attention to it at the time, but do you think I could be absorbing the energon's energy without knowing it?"

Airazor thought for a moment. This could make a lot of difference if Fleetshade was discovered by the Predacons. Before, they could at least be assured that Megatron wouldn't want her if she had no firepower. But now, who knew?

"It's possible," she replied. "Are you sure?"

"No."

"Well, let's go see!"

"What?" Fleetshade looked up at Airazor as if the bird-bot had her logic circuits crossed.

"There's only one way to know for sure. C'mon, let's go outside so you don't destroy anything valuable."

"But…." Fleetshade protested. "What if _he_'s watching?"

"You mean Tarantulas? Didn't you say he never knew it was gone? It would hardly be news to him and besides, Rattrap ran a thorough check this morning for his drones and came up empty. Either Ole Legs has gotten better at hiding his little pals, or he decided to give up after last night. C'mon." Airazor stood up and yanked Fleetshade to her feet.

"I don't know-"

"How will you know if you don't try?" Airazor asked, pulling Fleetshade out her door and down the hall to the command center. Rattrap was still there, playing poker against the computer and, from the looks of it, losing miserably.

"Hey, where you gals goin'?" the rat-bot asked, glad for an excuse to take a break from his dismal game.

"Outside," Airazor answered. "Target practice."

Before the transmetal rat could reply, Airazor dragged Fleetshade over to the lift and pressed the 'down' button. She saw Rattrap turn back to his game with a headshake and heard him mutter, "Females – I'll never understand 'em!" before the lift descended and he disappeared from view.

"Okay," the Maximal femme said brightly when they stepped out onto the dirt of the plateau. "There! Those rocks over there!"

She pointed to a small pile of rocks near the edge of the cliff.

"What about them?" Fleetshade asked dully, obviously not wanting to do this. But of course she had no choice in the matter.

"Aim at them," the Maximal replied. Wasn't it obvious?

"I can't do that," Fleetshade told her. "I can't aim for a specific object! I'm lucky if I can get a specific direction!"

"Oh," Airazor said, her energetic bubble deflating. 'So this was what Fleetshade was trying to tell me,' she thought. Once again, Airazor felt ashamed for not listening to the deer-bot.

"Still," Airazor continued with less enthusiasm. "You have to know for sure if it's back, right? So give it a shot. Try to get it in the general direction of the falls."

"Okay," Fleetshade said doubtfully, turning away from the base toward the sound of pounding water. "Here goes nothing."

At first, nothing happened. Airazor was disappointed, and started to reassure Fleetshade that it was okay when suddenly the neutral femme started to glow. Just faintly at first, but steadily more until the girl was surrounded by an azure hue that Airazor recognized as energon radiation.

The bird-bot thought she'd been prepared for this, but was shocked to discover that she wasn't. That amount of radiation would have crippled or killed a much larger 'bot, but Fleetshade just stood there calmly, a look of intense concentration on her small, delicate face. Despite herself, Airazor felt herself getting the chills. This deadly power looked so alien on her tiny friend.

"It's weird," Fleetshade said, her voice sounding strangely deeper and far away. "It was a lot harder to control before. I feel like I can manipulate it a lot easier now."

"Probably because you're so relaxed," Airazor said before she knew she was thinking it. "Before there wasn't a time when you weren't scared or hurt, and you said that's when it's harder to control."

"Yeah…." Fleetshade muttered. "Yeah, maybe you're right."

"Fire off some and see what happens," Airazor urged, unaware of the optics that were fixed on the pair of them.

"Okay," Fleetshade replied. The girl raised her right arm and spread her long fingers wide, then shut her optics and screwed up her face in concentration. The glow shifted, gathering into a brighter and brighter glow around Fleetshade's hand. Just when it reached a blinding hue, it released. A huge beam of whitish-blue energy shot from the girl's outspread fingers out over the waterfall, causing her body to rock backwards slightly from the backlash. She stumbled and fell on her backside. The glow faded, and it was just plain old Fleetshade again.

Airazor rushed over and put her hand on her friend's shoulder. "Fleetshade! Are you okay?"

Fleetshade looked up at her and the neutral female's face split into a huge grin.

"I did, it, Airazor!" she laughed. "I did it! It's back!"

Airazor laughed too, as much from relief that Fleetshade was alright than anything. Seeing the girl aglow with enough radiation to kill a 'bot was a terrifying sight.

But Fleetshade was fine. Better than fine, Airazor thought with a smile, looking down at the girl's proud expression. She had her confidence back now that she had a means of defense.

"Looks more impressive when it ain't aimed at me," said a voice from right behind them. Both femmes spun around to see Rattrap a few feet away, arms crossed over his chest and an unsure grin on his face. This, Airazor thought, was the closest Rattrap ever got to looking uncomfortable.

"I'm sure," Fleetshade responded in a mock-angry tone, getting to her feet and dusting herself off. "Spying on us, _Ratface_?"

"Hardly, _Bambi_," Rattrap shot back, using the nickname he had started calling the young femme. "I was watchin' da monitors and I saw ya startin' ta glow and thought I was losin' my marbles. Den I remembered what Bird Lady said about target practice, so I came out here to see what was up."

"You? Watching the monitors? You must've been losing pretty badly to that computer," Airazor remarked. Fleetshade snorted.

"Heh," Rattrap replied. "So ya got your – thing – back?"

"Yeah," Fleetshade nodded. "Yeah, I did. That's where all the base's extra energy's been going."

Airazor smiled and her optics drifted off to where the beam had disappeared to. And saw a form approaching. As it drew closer, she recognized it.

"Hey," she cried, interrupting Fleetshade and Rattrap's good-natured bickering. "Here comes Silverbolt!"

Fleetshade gasped and followed Airazor's gaze.

"So it is," Rattrap smirked. "He was supposed to be back over a megacycle ago. Wonder where he's been?"

With that, the rat-bot whirled on his heel and strode back up to the lift. "You gals comin'?"

Airazor and Fleetshade exchanged a quick glance before following Rattrap to the lift.

* * *

Tarantulas waited patiently while the _Darkside_'s defenses shut down. 

"Thank you," he sneered into his comlink, giving the security camera a dirty look.

"This had better be good, Tarantulas, yessss," Megatron's voice growled back.

Without bothering to reply, Tarantulas reverted to vehicle mode and made his way over the lava pits to the entrance of the Predacon base. The hatch opened for him and he drove inside, transforming as soon as he reached the main room. Megatron was there, waiting for him.

"You should consider yourself lucky I didn't have you exterminated," the purple tyrant said by way of greeting.

"Nice to see you, too, Megatron," Tarantulas said icily. "But I'm not here to exchange pleasantries. I have an offer for you."

"By offer, you mean last ditch attempt to win back my favor and save your own hide when the Maximals from Cybertron arrive?"

"Precisely."

"Well, in that case, I'm all audios."

Tarantulas chucked, but remained on topic. "Do you recall the spacecraft that crashed here a few weeks ago?"

Megatron waved a dismissive hand. "Of course I remember it. Get to the point, arachnid, before my patience runs out, yesss."

"Fine. The pilot of that spacecraft is still alive."

Megatron took a moment to absorb this, then leaned forward in his seat. Any other 'bot would have thought this signified interest, but Tarantulas knew better.

"You want proof," he told the tyrant. Megatron laughed.

"You know me far too well, Tarantulas."

"Here."

The spider pulled a small disc out of his subspace compartment and held it out. "This should be all the proof you need."

Megatron raised his optic ridges. "My, aren't we well-prepared? You must be very desperate, yesss."

"Yes, very," Tarantulas spat impatiently. "Just take the disc!"

"Inferno!" Megatron bellowed. The ant-bot came crawling out of the shadows behind the tyrant's seat and grabbed the disc from Tarantulas with a small snarl. He then handed it to Megatron, who slipped it into a slit in his computer console. The screen immediately crackled to life, showing a black-and-white view of the field in Sector Gamma. The sound had been turned off, but the picture was clear: three females. Two that Megatron would recognize – and one he wouldn't.

"That one." Megatron pointed to Fleetshade. "And Blackarachnia. But what is that Maximal female doing there?"

Tarantulas sneered. "The three of them are obviously in cahoots. I found them all together last night as well, at the Maximal base. That's where the newcomer is staying."

"Hmmm..." Megatron mused. "This_ is_ interesting."

Tarantulas smiled to himself . His plan was going well so far. He'd baited the hook. Now he just had to add the sinker.

"You may remember that this particular female has a – unique power," the spider wheedled.

"Of course, of course," Megatron replied. "And you're telling me this is true?"

"Absolutely."

Megatron sat back in his chair and rubbed his chin thoughtfully. Tarantulas could barely hold back his gleeful laughter: he had the tyrant now!

"And what do you propose I do, Tarantulas?"

"If I were you, I'd launch a full scale attack on the Maximal base while sending a covert operative to infiltrate it and take the girl hostage. She would be an effective tool against the Maximals, as well as providing us with a powerful weapon when Cybertron arrives."

Megatron sat back with a satisfied smile.

"It will need some work, but I'm sure we can work something out, yesss. If you can be believed - which I'm not sure you can - this female is far too good a prize to leave in the hands of the Maximals."

"Precisely what I thought," Tarantulas replied, biting back a triumphant cackle. He'd done it!

* * *

Fleetshade was having a pretty good day so far. She had discovered she had her powers back, then Silverbolt had returned. The moment she'd got him alone he'd reported his mission to be a complete success. And from the goofy grin that wouldn't leave the bird-dog's face, it seemed he'd been successful at a lot more than delivering the graviton generator. 

Fleetshade was floating on a virtual cloud of happiness. That was, until the Predacons ruined it by launching a full-scale attack on the Maximal base. Never having been witness to one, Fleetshade had to admit the magnitude of the force behind the attack was frightening. One would never guess that such a rag-tag assembly as the Predacons would be able to combine their firepower into such a formidable assault.

She stood at the back of the command center, trying to be as unobtrusive as possible, while the rest of the room buzzed with activity and the base shook continuously.

"Shields at twenty percent and falling!" Silverbolt announced from where he sat in front of a monitor.

"We're losing weapons systems power!"

"Backup grid online, but it won't last!"

Fleetshade listened to the grim reports but did nothing. She refused to take part in the battle; it wasn't her fight.

"Any sign of Cybertron ships?" Optimus asked.

"Nada! Ain't a blip on the boards anywhere!" Rattrap responded. Optimus sighed.

"Then stand ready, team. We may have to-"

Suddenly, Optimus was cut off by the base rocking violently. What sounded like explosions reached the Maximals and Fleetshade's audios.

"What's going on?" Airazor asked from where she stood against the far wall, overseeing the goings-on much like Fleetshade was doing.

"I don't know," Optimus replied. "It seems like there's something out there."

"Nuh-uh!" Rattrap interjected, gesturing wildly at the monitors. "There's nothin' out there! Zilch!"

As the rat-bot pointed, all optics watched as an unknown entity fired huge laser beams at the Predacon ranks, causing them to scatter. They saw Megatron order a retreat and the Preds beat a hasty departure across the plateau, leaving the Maximal command center silent but buzzing with tension and anticipation.

"What da _heck_ just happened?" Rattrap finally asked.

"We had…help," Optimus replied.

* * *

Fleetshade walked slowly back to her quarters, not wanting to stay in the control room. The rest of the Maximals had all left with Ravage to capture Megatron, and she had refused to join in the fight. Since the Predacons had retreated and were most likely fortifying their base against the oncoming seige, there was no reason to leave anyone behind to guard the Maximal base. So Fleetshade had been left on her own. 

She slumped off down the corridor, lost in thought. What was she going to do now? The Maximals were going back to Cybertron once they captured Megatron, but Fleetshade wouldn't go with them. Cybertron was not her home, nor did she want it to be. She wanted to find her family, to be with them again. Perhaps she could ask Ravage if he could drop her off at a transport station on some planet en route to Cybertron. Surely it couldn't be too much bother….

She opened the door to her room, thinking dismally that she would miss Earth a lot. She stepped inside and her spark leapt into her throat.

There was a 'bot sitting on her bed. A very large 'bot.

"Hello, little one," he crooned. "I've been waiting for you."

Fleetshade felt fear and panic well up inside her, and with it came the energy that drove away the fear, at least in part. She stepped into the room and snarled.

"What is it with you males?" she cried, aware that she was glowing a furious, pulsating shade of blue. "You just waltz into my bedroom and expect to be serviced? Sorry, I don't work that way. Get out!"

The male stayed right where he was, a sick – she guessed it was supposed to be a smile – blooming across his mandibled mouth.

"Ah, you are presumptuous. What makes you think I am here for that? Your body holds no appeal to me, female. But the fear that you're feeling…ah, _that_ I desire."

Caught off-guard, Fleetshade felt said fear clutching at her throat, rendering her speechless.

"Nothing to say now, eh? Well, perhaps you'll be more up to talking once I take you to Megatron and he lets me-"

"No!"

In that moment of blind panic, Fleetshade feels the power building inside her, waiting to be released. The fear realeases its hold on her vocal circuits and with a shriek of rage, she let loose a pulse of intense, focused energy in the large 'bot's direction. The force knocked her back slightly, and as she took a step backwards she felt something stinging in the back of her neck. The big Predacon screamed and his entire frame was wracked with energon radiation. He crashed to the floor of her room, unconscious.

Fleetshade blinked a few times. Her optics seemed to have gone fuzzy. Thinking the energy had somehow momentarily damaged her optic circuits, she shook her head slightly. But the blurriness grew worse, and suddenly she wasn't sure which way was up. She felt herself stumble, her limbs like dead weights. What was going on?

Then she realized: the prick she had felt in her neck. This feeling was familiar; reminiscent of her life on Marajo. Somebody had shot her with some sort of drug or poison! Fleetshade spun around, and the move knocked her completely off balance. She fell into the waiting arms of a big green and purple blur that she recognized with a trill of fear. She tried to raise the energy to blast him, but it wouldn't come. Tarantulas tisked at her.

"None of that now. My cybervenom has rendered you quite unable to attack me, so save your strength. I dare say you'll need it when Megatron gets his hands on you. But before he does…."

Fleetshade stopped listening to Tarantulas as her vision blackened and her hearing cut out. She felt herself being hoisted up, and then nothing as the venom's influence swallowed her up.


	17. Girl On A Mission

Disclaimer: Beast Wars does not belong to me. Too bad, or things would've turned out a bit differently….

Wrath of the Femmes

Chapter 16: Girl On A Mission

* * *

Tarantulas smirked to himself as he slung Fleetshade's prone body over his shoulder and tromped down the hall to the Maximal control room. The scientist cast a longing glance at some of the monitors and instruments, but resisted doing some snooping around. The girl had hit Rampage with a very powerful blast, but the invincible 'bot wouldn't stay down for long. And Rampage would not be happy when he awoke to realize he'd been nothing more than a distraction. 

Tarantulas fully intended on giving Fleetshade to Megatron, but not before he did a little digging into her personal files to see if he could find something of interest. He had conveniently forgotten to remind Megatron that he would need to send a two-bot team to take Fleetshade, seeing as her blast could easily annihilate one. Thus, the leader had assumed Rampage could do the job alone. Knowing better, Tarantulas had followed the crab-bot and hidden behind the girl. Then, when she was distracted, he'd shot her with a venom-laced dart.

The spider dumped Fleetshade onto the floor and knelt down next to her, pulling out a scanner and a few other instruments. He activated the scanner and passed it over her, detecting that her energon radiation levels were still fairly high. That meant that even after that seemingly huge blast that had downed Rampage, the girl still carried enough firepower to take out another five 'bots!

He had to find out what enabled her to absorb that much radiation and not be affected! Grabbing another small instrument, he leaned over the small femme and opened a panel in her armor, revealing a small console. He was about to plug the instrument in when he heard a stirring down the hall, then the sound of something large denting a wall.

Rampage! Letting out a string of colourful curses, Tarantulas replaced his tools in a subspace compartment and closed Fleetshade's console. Tossing the girl over his shoulder again, Tarantulas scurried over to the lift and slammed his hand into the _down_ button as a guttural scream echoed down the hall.

The lift descended far too slowly. Tarantulas saw Rampage reach the control room just as it passed out of sight. Not waiting for the lift to descend all the way, Tarantulas squeezed out and jumped the remaining four meters to the ground. He heard something large slam onto the lift behind him as he fell, but Rampage was too large to squeeze through until the lift had fully descended.

Wasting no time, Tarantulas made the switch to vehicle mode and tore away as fast as his wheels could go. Rampage might be large, but he was slow and unwieldy, and Tarantulas could lose him easily.

Just as Tarantulas thought he was home free, his comlink buzzed, making him jump a good foot in the air.

Expecting it to be Megatron, Tarantulas punched the button with an irritable "What?"

"Lieutenant Tarantulas?" replied a smooth, heavily-accented voice. The speaker had obviously decided to ignore the spider's rude greeting.

Tarantulas' mech. fluid froze in its vessels. He knew that voice, from long ago.

"Special agent Ravage?" Tarantulas practically squeaked. What was his old mentor and trainer doing here, of all 'bots?

"The very one," Ravage replied. "Explanations later. Right now I need your help. The Council has sent me here to capture Megatron, and the Maximals and I are on the way. I assume you have tactical knowledge of Megatron's ship?"

"O-of course," Tarantulas stammered. "If you don't mind my bluntness, Ravage, why would Cybertron send _you_ rather than a rescue party of Maximals?"

"Cybertron doesn't know anything about that transwarp wave," Ravage returned just as bluntly. "One of our space stations intercepted in first, and an unfortunate accident prevented the rest of the wave from hitting Cybertron."

Catching the undertones in the other's voice, Tarantulas chuckled. "A terrible shame," he cackled.

"Yes, tragic. Now, to business. We're closing in on Megatron's position now. Once the attack starts, I need you to get into his base and de-activate his defenses. Or, better yet, shut down all power. Can you do that?"

"Without a doubt," Tarantulas replied.

"Excellent. How long will it take you to get here?"

Tarantulas made a few quick calculations. He'd need to make a stop by his lair and drop off Fleetshade first. From there it was five cycles at top speed to the _Darkside_.

"Fifteen cycles, maybe twenty."

"Fine. We'll commence our attack in ten."

"Very well."

There was a slight pause. "I'm…glad to see you haven't gotten yourself slagged yet, Lieutenant Tarantulas. Ravage, over and out."

"Hunh," Tarantulas grunted to himself as he sped along in the direction of his lair. The surprises just kept coming and coming. And now that he knew there were no Maximal reinforcements coming, he no longer needed Fleetshade to help him win Megatron over.

However, the game wasn't over yet. Anything could happen, and the girl could still come in handy.

Normally Tarantulas didn't believe in luck or higher powers, but he couldn't help but feel that the stars were shining brightly on him today.

* * *

Blackarachnia tore down to the bunker as fast as she could. She had just overheard Megatron giving Waspinator what had to be the coordinates she was looking for. Now all she had to do was fire up her transport and follow the bug-bot out. 

The tyrant was also expecting an attack. Why and by whom Blackarachnia didn't know and frankly didn't care. Her transport was ready and an attack would be the perfect cover to make her escape. She had checked the roof hatch of the hangar earlier and had been pleasantly surprised to see that it worked. Unfortunately, she hadn't had time to make sure the transport itself worked before Megatron had called her to the command center. She was confident that it should, but sometimes _should_ and _does_ are two different things.

The spider had only been mildly surprised when Airazor had patched through a communication to her earlier in the day informing her that Silverbolt would be the one dropping off the generator for her; she'd had a hunch that Fleetshade wouldn't be able to snitch the thing without running the risk of being caught. 'It's good to have connections,' Blackarachnia thought smugly.

_Silverbolt_. Just thinking about what she had done today, a hot wave of shame and…something else washed over the Predacon femme. She had told herself at the time that she was using him, making him susceptible to future requests. But deep within her spark, in that tiny corner that had been making itself known lately, she knew it wasn't true.

No time to think about that now. Blackarachnia reached the old hangar. The door was sealed shut, but that didn't stop her. Transforming to beast mode, she scuttled up a nearby pipe and squeezed herself through an air vent, molding her legs in such a way that they reached inward to the large room and propelled her into it. She transformed as she fell the few meters to the floor, rolling and getting to her feet in one liquid movement.

She strode quickly over to her stasis pod-turned-transport and started powering it up, quickly disabling all the protective locks she'd put on it. She fired up the graviton generator and after a moment of tense waiting, the craft rose to hover over the hydraulic lifts it had been resting on.

Letting out her breath in a relieved whoosh, Blackarachnia smiled. How could she have ever doubted that it would work? It was _her_ craftsmanship, after all. She vaulted herself in and took the controls just as the Predacon base jolted violently. The attack was underway already. Excellent.

The roof hatch slid open and Blackarachnia steered the craft upwards and out. She experienced a temporary shock when she saw a strange ship floating above the _Darkside_. Then she realized that it was probably the Maximal reinforcements sent from Cybertron that Megs had been so worried about. If so, Megatron would be trying to sneak out and get to the Ark any time now. She had to hurry if she wanted to get there before he did!

Looking around, Blackarachnia spotted Waspinator heading off due west. She activated the aft thrusters and the pod jerked ahead, speeding up. There were Maximals everywhere, engaged in battle with Predacons. A futile effort on the Predacons' part, the she-spider decided. If the Maximals had that wicked-looking ship at their disposal, the best thing for the Predacons to do would be to give it up now.

Not watching where she was going, Blackarachnia didn't realize she'd been spotted until she heard Primal's yell.

"Silverbolt! Take her down!"

Blackarachnia spun around to see Silverbolt a few meters away. He turned to face her and aimed his gun, but Blackarachnia knew he'd never shoot. He knew what she was trying to do, after all.

Looking pained at having to disobey orders, Silverbolt let his gun drop. By that point, the thrusters had powered up completely and Blackarachnia was off, soaring away after Waspinator and her one chance for survival: the Ark.

* * *

Airazor slumped into a chair in the command center, feeling like every movement took all the energy she had left. The battle had lasted much longer than necessary, as Ravage had kept telling them to wait for some sort of signal. She had fought first Inferno, then Quickstrike, and had already been tiring when Rampage had come barreling into the thick of things. Crab Cakes had been mightily glitched off about something, and he had decided to take out his frustration on Airazor. She was surprised she'd still been alive when Cheetor had finally come to her rescue. 

Because her injuries had been so severe, she'd taken the longest in the CR chamber. However, she still hadn't had the full repair cycle she'd needed, so she felt like she'd just flown for a whole day through gale winds.

The only other 'bot in the room was Rhinox, who was quietly typing away at one of the monitors.

"Where is everyone?" she asked him.

"Silverbolt's gone off somewhere, presumably to find Blackarachnia and bring her back. Optimus took Cheetor to go find some energon cache of Megatron's, and Rattrap's…somewhere."

"Where's Fleetshade?"

Rhinox swung his chair around to face her and shrugged. "Good question," he said. "None of us were able to find her. Maybe she didn't feel comfortable staying here on her own and decided to take a walk."

Airazor suddenly had a stab of premonition. She knew it had been a bad idea to leave the neutral 'bot here on her own.

"I'm going to go check her room," she announced.

"We tried that," Rhinox told her. "It's locked, and there was no answer."

"She told me the lock code," Airazor responded, getting to her feet. She made her way down the hall, her feeling of unease growing with each step.

She reached her friend's door and knocked on it. "Fleetshade?"

Nothing. Maybe she's asleep, Airazor thought, though she knew it was wishful thinking. She tapped in the code and the door slid open. Airazor froze in the doorway, a scream sticking in her vocalizer as she surveyed the thoroughly wrecked room. The walls were dented as if by huge fists, and furniture that had been bolted down was now thrown across the room or crumpled into scrap.

Suddenly, a loud curse came echoing down the hall. This galvanized Airazor into action and she bolted from Fleetshade's room back to the control center. She got there to see Rhinox holding something.

It was a small instrument that looked like some kind of scanner. Only it wasn't something belonging to Rhinox's collection of gadgets. It had a Predacon symbol stamped on it, and the colouring….

"Tarantulas," Airazor said, her spark sinking as she realized what must have happened. Rampage was late to the attack. And he'd been coming from the direction of the Maximal base! Suddenly, everything fell into place and Airazor groaned.

She voiced her theory, and Rhinox nodded. "He must've taken her to his lair. But none of us know where that is."

Airazor nodded, getting an idea. "I'm going to go check Fleetshade's room for clues," she announced, and all but bolted from the command center.

Once safely locked in Fleetshade's room, Airazor started fiddling with her comlink. How did she do this again? Oh, right. Switch those two wires and-

"Airazor to Blackarachnnia. This is Airazor to – I can't believe I'm saying this – Blackarachnia."

Airazor shut off her optics and prayed during the ensuing pause.

"This is Blackarachnia. What do you want now?"

"Fleetshade is missing," Airazor replied, ignoring the Predacon's less-than-polite greeting.

"Don't look at me," the spider scoffed.

"I wasn't accusing you. Just listen to me, will you? I think Tarantulas has her. You said you know where his lair is. I need you to tell me."

Blackarachnia immediately sobered. She gave Airazor directions and the bird-bot thanked her.

"Wait a cycle. Where are you?"

"I'm on my way to the Ark."

"Ah. Silverbolt's on his way. Be nice to him; he just wants to help. And Blackarachnia…good luck."

"Uhh…thanks. You too. Get Fleetshade out alive, Maximal, or I swear I'll come after you."

Airazor grinned. "Roger that, _B_. Airazor, over and out."

Switching off her comlink and rewiring it to the Maximal frequency, Airazor made her way back to the command center.

"She's not here," she told Rhinox. "I'm positive Tarantulas has her. And I think I know where she is."

Rhinox raised an optic arch. "Do you now?"

Airazor crossed to the lift and punched the button, then reverted to beast mode as she spoke:

"No time to explain; if he's had her there this long, she's probably not going to last much longer. Radio Optimus and Cheetor and tell them what happened. I'm off."

With that, Airazor dove out of the lift hatch and took off at top peregrine falcon speed toward the coordinates Blackarachnia had given her.

She hadn't flown this fast since…since the day Tigatron had been taken by the aliens.

Couldn't think about that now. Focusing on Fleetshade and what Tarantulas could potentially be doing to her right now, Airazor prayed to Primus she would get there in time to save her friend.

* * *

Blackarachnia was thinking much the same thing as she zipped along in her pod transport, following Waspinator at a safe distance. With nothing to do but minor course adjustments, she had a lot of time to think about Airazor's call and what it meant. 

Tarantulas had Fleetshade. Blackarachnia shuddered. After all their – and her - work to protect her, the Maximals had blown it by leaving the kid alone. How stupid could they be?

Blackarachnia had stopped trying to tell herself she was concerned because she didn't want Tarantulas getting his hands on Fleetshade's weapon; she simply wasn't convincing herself. She didn't want Fleetshade to get hurt for the same reason she didn't want to hurt those protohumans: the deer femme was innocent and wouldn't hurt anyone unless provoked. It seemed wrong to harm somebody like that, and wrong not to defend them.

Why was she thinking about right and wrong? Honestly, that fuzor was having a bigger effect on her than she thought!

And speaking of Silverbolt, Airazor had said he was on his way. Obviously Primal had felt obligated to send one of his lackeys after her. However, she couldn't imagine why he'd sent Silverbolt, who'd let her go in the first place. Primal must be going daft, Blackarachnia thought sourly. She'd rather have to fight off one of his other minions than put up with Silverbolt's 'I knew you had good inside you' bull again.

Just then, as if her thoughts had summoned the 'bot, she heard a loud howl behind her. Spinning around, the she-spider could see a steadily growing grey dot behind her. As the dot revealed itself to be Silverbolt, Blackarachnia considered shooting him. She was in a tense mood as it was and she didn't need his constant harping.

After all, she was a Predacon, slaggit! She was evil! She wasn't doing this for the Maximals' sake, she was doing it to save her own hide! Why couldn't he figure that out and leave her alone?

"Get out of here!" she yelled at him as he winged up alongside the transport, keeping easy pace with his long wing strokes. "I'm busy!"

"I have come to assist you, my lady," he answered, that infernal puppy-dog look in his optics.

"I don't need any help, Bonebrain," Blackarachnia returned. She was feeling particularly vicious because, at the mention of him staying to help, a part of her had longed to let him.

But the mutt obviously wasn't listening, because he transformed in midair and landed with a thunk in the back of her transport.

"What are you doing?" she screeched. "I told you to go away!"

Silverbolt ignored her and sighed. "Blackarachnia, when this is over, I want you to return with me. To the Maximals. This excursion just proves that your inner goodness is-"

"Urgh! Get a clue, you canine cretin! I'm a Predacon! I'm evil! I'll shoot you," she threatened, hauling out her gun and pointing it at him.

"Ah," he sighed. "But my heart tells me you will not."

Blackarachnia let out a shriek of rage and frustration and pulled the trigger, hitting him in the knee. She'd bloody well missed! _How could you miss at point blank range?_ she berated herself.

Silverbolt sat down hard at looked at his wound in surprise. Then he looked up at her. "You shot me," he said, shock and pain evident in his expression.

Satisfied that she had rocked his naïve faith, she put her gun away. No need to worry that he'd return fire.

"Of course I shot you. I'm evil! Now do you believe me?"

The fuzor seemed to be pondering something.

"And yet," he began, "you ensured the wound would not be mortal. You inner Maximal goodness prevented-"

Blackarachnia couldn't take this slag anymore. She grabbed the male 'bot's shoulders and shook him, trying to pound some sense of reality into his feathery processor.

"Shut up, shut up, shut up!" she shrieked. "I missed, you boneheaded hound! I missed! Argh, you are infuriating, you and your ideals! Why can't you see I'm not who you think I am!"

Silverbolt remained silent and thoroughly unconvinced throughout this whole tirade. When she finally threw herself away from him in frustration and disgust, he spoke:

"Yet, you're exactly who Fleetshade thinks you are, milady. And doesn't that count for something?"

That stopped her. Turning around, Blackarachnia eyed the fuzor warily. A slow, pained smile spread across his face and it suddenly occurred to her that shaking him had made the wound in his leg worse. The sudden pang of remorse that followed was enough to make her sick. What was _wrong_ with her?

But then…maybe Fleetshade was right. Maybe she should just admit to whatever it was she was feeling. So what if she wasn't the greatest Predacon? What was it that Fleetshade had said? Something about being a bad Predacon meaning being a good 'bot? Could she settle for that? Maybe…maybe she should try.

"I know how you're feeling," Silverbolt said, interrupting her thoughts. "You don't know whether to kiss me or kill me."

The ludicrousness of that comment made the Predacon laugh. That was indeed what she was thinking, but in an entirely different way.

Leaning closer to him, she smiled exasperatedly.

"I'm a black widow spider, you idiot," she told him. "I can do both."

For the next few cycles, Blackarachnia was forced to think maybe being a Maximal wasn't so bad – then she was airborne.


	18. Lucky Shot

Disclaimer: I don't own Beast Wars. Please don't sue me. I'm poor.

Wrath of the Femmes

Chapter 17: Lucky Shot

Fleetshade awoke with a start, her optics springing online immediately and her whole body tense. She felt sick and sore, like she'd just recovered from some sort of virus. Which, she realized as she remembered, she had.

She was stuck to something cold and sticky. Twisting around as far as her pounding head would allow, Fleetshade was sickened to discover it was a shining blue cyber-web with small tube-like structures running from the web's radial lines to a small worktable in front of her. There was what looked like blue fluid – or was it gas? – running through the tubes. But rather than pumping the stuff into the web, it seemed to be pulling it out. Odd.

The room itself looked to be some sort of cavern. The only light came from the various monitors scattered around the space and a dull glow somewhere nearby, like that of stabilized energon. The sound of dripping liquid could be heard from all around.

_Tarantulas_, she remembered. _I must be in his lair_.

Fleetshade gave herself a cursory internal scan and could find nothing wrong with her except the dissolving effects of the cyber venom and a distinct lack of energon. In fact, she was leached of the buildup radiation as well! She was defenseless again!

The venom must have drained her, she though as she quickly scanned what little of the cavern she could see. She found no sign of Tarantulas, so she deduced that he was gone for the moment.

Now was her time to escape. She tried struggling, which just tired her more. She tried desperately to find some remnants of energon radiation in her that she could use to blast her way out, but there was nothing. She tried anyway, concentrating on the web behind her.

The web whined slightly and the rush of blue stuff increased a bit, but that was all that happened. She was very tired now, and getting more so by the second. Fighting to maintain consciousness, Fleetshade struggled to think.

So she couldn't free herself. Time for plan B, she thought wryly. She took a deep breath and went for it.

"Help!" she screamed. "Is anybody there? HEEELP!"

* * *

Cheetor flew as fast as his jets could take him, barely keeping up with Optimus. They had just escaped the cave where Ravage said Megatron kept his energon; it had been a trap, and the two Maximals had gotten out just in time. 

Oh, there had been energon there, but it had been raw. For the umpteenth time, Cheetor resisted the urge to smack himself: that should have been their first clue that it was a trap. But as if that wasn't enough, Inferno had shown up and proceeded to torch the cave, causing a massive energon explosion. The only good thing that had come of this mess was that Inferno hadn't made it out of the cave. Not even a super warrior like the ant-bot could withstand that heavy of a blast; if the concussion didn't wipe him out, the radiation would soon enough.

Now Cheetor and Optimus were flying full-tilt back to base to warn the others: something about this whole Decepticon thing smelled like bad meat. And in light of everything that had happened, Cheetor was finally telling Optimus about his recurring dream and how he feared for Fleetshade's life – and theirs. Optimus seemed to take him seriously, and the commander looked worried.

"Better check up on the base," Optimus muttered once Cheetor had finished, switching on his comlink. "That Decepticon's still there. If he decides to cause trouble…."

"And see if they found Fleetshade," Cheetor added nervously. The neutral femme hadn't been around when they'd returned from capturing Megatron, and Cheetor was getting worried that something might've happened to her. The arrow from his dream kept plaguing his thoughts. Optimus nodded, obviously thinking the same thing.

"Optimus to Maximal Base. What is your status? Report."

There was a brief pause, then Rattrap came on the line.

"Well, I got good news an' bad news, Fearless Leader."

Optimus frowned at Cheetor; that didn't sound good, coming from Rattrap. The Maximal base was in sight now, but something was very wrong….

"All right, what's the good news?" Optimus asked.

"Well, the _good_ news is we don't have ta kowtow to that stinkin' Decepticon any longer."

Optimus' optics widened. Cheetor had his own optics focused on the base, thinking he had some idea what the bad news was going to be.

"And the bad news?"

"The _bad_ news is – he's switched sides!"

Just as Rattrap's words flowed from Optimus' comlink, Cheetor saw the Decepticon ship lift off the ground near the Maximal Base and open fire on it. Sentinel snapped up just in time to block a heavy salvo of laser cannon fire, but then the ship turned around – aiming straight toward Cheetor and Optimus!

As the fliers drew closer, they could see the ship looming like a menacing shadow against the dusky skyline. And standing on top of it, laughing maniacally at the looks on the two Maximals' faceplates, was Megatron.

Cheetor heard Optimus gasp, then yell "Move!"

Cheetor dove into an evasive maneuver just as the ship fired a hug round of laser fire at the spot where they'd been hovering nanoklicks earlier. Cheetor heard Optimus cry out and spun in the air to see his leader falling, his hoverboard having been clipped by a few shots.

"Big Bot!"

Cheetor stooped into a dive, dodging additional blasts from Megatron's arm cannon, trying to get to Optimus before he hit the ground.

Too late. Optimus ate dirt with a dull thud and Cheetor pulled up, snarling. By now the Decepticon ship was firing on the base again, leaving Megatron to jump down and loom over Optimus, who was up with gun in hand.

Taking advantage of Megatron's momentary distraction, Cheetor activated his comlink.

"This is Cheetor to Maximal Base. Is somebody there?"

"Cheetor! What is it?" It was Rhinox.

"Have you guys found Fleetshade?" Cheetor asked the scientist while continuing to dodge cannon fire. He was going to have to transform and start returning fire any cycle now, but he had to know about Fleetshade.

"No," came the answer. "Airazor thinks Tarantulas got her."

Cheetor almost fell out of the air. Regaining his balance, he growled. "Aw, man, I _knew _it was a bad idea to leave her alone!"

"Airazor's gone to get her. Says she knows where Tarantulas's lair is."

Cheetor let out a small sigh of relief. Good old Airazor.

Feeling slightly better, the cat-bot thanked Rhinox, switched off his comlink and looked around. Optimus and Megatron were squaring off in the air some way off and the Decepticon ship was still firing at the base. Sentinel was still up, but it was flickering dangerously.

Suddenly, Cheetor's attention was taken by something rolling along the ground toward them. Rampage! The crab-bot was sneaking up behind Optimus and Megatron. As Cheetor watched, Megatron grabbed Optimus, swinging him right into Rampage's line of fire.

"Big Bot! Watch out!"

Too late again. Optimus was thoroughly pummeled, then Megatron let go of him. Cheetor snarled as the Maximal leader fell to the ground again.

Not sure what he planned to do, Cheetor dove toward the ground, transforming just as he hit and rolling up with blaster aimed right at Megatron's big ugly face.

Megatron merely smirked and Cheetor barely dove away in time to dodge a huge blast from the Decepticon ship. This battle was quickly turning against the Maximals.

* * *

Rattrap gnawed viciously through the exterior of the Decepticon ship, focused single-handedly on his task. The last sheet of metal peeled away under his gnashing teeth and the spy grinned in triumph. This was it. He transformed to robot mode, fighting to keep his balance as the ship pitched violently, releasing another shot at the base. 

The rat-bot was really getting sick of this slag. Seemed every time a 'bot turned around, Megatron had some plot up his proverbial sleeve.

Not to mention Tarantulas, the stinking spider; this time he'd gone too far. Not only was the arachnid in league with Decepticon scum, but he'd kidnapped Fleetshade. And now he was going to answer for it.

Mind made up, Rattrap leaped into the Decepticon ship and landed with a clank, drawing a pair of acid green eyes from across the room. The rodent-bot had his gun out and aimed before Tarantulas could even turn around.

"Just the 'bot I wanted to see," Rattrap drawled. "Step away from the weapon controls, spider."

Tarantulas cackled. "I don't think so."

The arachnid brought his blaster up from behind him and squeezed off a shot, but Rattrap was ready for it. He dove to the side, firing at Tarantulas over his shoulder. The shot hit the Predacon in the arm, causing him to let out a cry of surprise and pain, twisting away a bit.

And exposing the weapons panel.

Rattrap executed a neat roll and came up on one knee, already firing at the console. It exploded in a shower of sparks, causing Tarantulas to let out a frustrated "Ack!"

Examining the destroyed console, Tarantulas snarled and spun on Rattrap.

"You'll pay for that, you insolent vermin!"

Tarantulas looked ready to fire on him, but Rattrap pulled a bomb out of his wrist compartment and waved it in front of his face.

"Uh, uh, uh, not a good idea, Legs. You detonate dis puppy and we all go down."

Tarantulas hesitated for just long enough. Rattrap shot the blaster out of the arachnid's hand and strode up to him in a few quick movements. Before the spider knew what hit him, Rattrap belted him across the face, downing him instantly. Pressing his foot to the Predacon's throat and aiming his blaster directly at the spider's spark compartment, Rattrap bore down on Tarantulas as menacingly as his small stature could afford.

"What'd you do wit Fleetshade?" he asked.

Tarantulas wheezed. "You expect me to tell you?"

"I don't," Rattrap replied heavily. "But my gun sure do. Now where is she?" He waved said weapon in Tarantulas' face.

"You really think that will make me talk, you pathetic Maximal? You're going to blow this ship to smithereens whether I tell you where she is or not. Either way I'm done for. You Maximals must take some sort of sick pleasure from ruining my slagging life!"

Rattrap considered this a moment, then shrugged. "Yep."

With that, he pulled the trigger. Tarantulas sparked a few times as his body went into stasis lock, then he was still.

Giving the insane Predacon a hard kick for good measure, Rattrap got out the bombs he'd brought with him just as Ravage's garbled voice came through the damaged comlink on the weapons console.

"Lieutenant…Tarantulas...wrong? The weapons…grids…gone offline. Lieuten-"

But before the Decepticon could even finish his sentence, Rattrap had armed the bombs and was climbing out of the hole he'd made in the roof. He barely had time to leap out before the charges blew and he was flying through the air, back in the direction of the _Axalon_. He could see the rest of the team, minus Silverbolt and Airazor, assembled there watching the ship go down.

A shrill scream poured from Rattrap's vocalizer. No matter how he tried he couldn't seem to silence it. Once he was within hearing range of his teammates, he transformed the wordless cry into the words, "Heads up!" He squeezed his optics shut and waited to hit the ground

But just as he was bracing himself for impact, Rattrap felt himself connect with something hard that gave under his weight. The wind was knocked out of him, but he definitely hadn't hit the ground. Cracking one optic open, Rattrap saw Rhinox's face swimming in front of him. The big guy had caught him!

Embarrassed at his position but determined not to lose face, Rattrap smiled and batted his optics, throwing his arms around Rhinox's shoulders. "My hero," he sighed dramatically, planting a kiss on the green scientist's cheek.

"Oh, get down," Rhinox snorted irritably, dropping the spy roughly to the ground. Nevertheless, Rattrap could see that Rhinox was glad to see he'd made it out alive. That made him feel better, although he was frustrated that he hadn't got Tarantulas to talk

Rattrap's instinctually pessimistic processor kept running worst case scenarios through his mind. Much as he hated to admit it, he'd grown rather attached to Fleetshade over the last while, and it would be a shame to lose her. He just hoped Airazor knew what she was doing….

* * *

Airazor tore through the sky, stretching her pistons to the limit, milking every thermal and breeze to get her to Tarantulas' lair quicker. She had no idea what was going on at the Maximal base, and for all she knew the spider-bot could be torturing and killing Fleetshade at this very moment. 

As she drew up on the coordinates Blackarachnia had given her, Airazor scanned the terrain for the collapsed cave the she-spider had mentioned.

That had to be it there; that pile of rubble halfway up a cliff. Airazor winged her way over and didn't even bother to slow down as she transformed, tearing toward the ground with tremendous speed. She hit hard and rolled for a few meters. When she sat up she was dizzy for a nano, but her focus on what she was doing got rid of the vertigo quickly and she stood to have a look around.

It only took a few cycles of snooping for Airazor to find what she was looking for: a small opening between two boulders that was much wider than it looked. It would be impossible to spot if you weren't looking for it, but Airazor had sharp optics.

Still, she wasn't stupid enough to think there would be no booby traps.

Sure enough, there was a slight crunching noise and the ground suddenly slipped out from under her feet. She jumped up and hovered just in time to see the soil beneath her crumble into a pit lined with lethal-looking spikes. If she wasn't a flier, she'd be a goner. But surely Tarantulas would guard against fliers as well….

At the tiny 'crack' above her head, Airazor's body moved before he processor even registered why. Nanoklicks later, a gigantic boulder crashed down from the ceiling. If she had stayed where she was, she'd have been squashed onto the spikes.

Panting a bit from her near-destruction experience, Airazor took a moment to compose herself and lower herself to the ground. She then began the slow trek down the very dark passage, listening with her audios on high and her keen falcon optics in full infrared focus.

Finally, she saw a light ahead. It got steadily brighter and closer, and as Airazor turned a corner it revealed the end of the tunnel. She came out into a dimly-lit cavern complete with huge stalagmites and stalactites rising from the ground and hanging from the ceiling like monstrous teeth. The cave itself was massive, its far reaches fading into shadow. Clustered in the center was a group of monitors and instruments that were giving off some blinking, pulsing light. The real lighting in the cave came from the bluish ambient glow of a nearby energon deposit. Airazor couldn't see it from where she was, but there must be a fair supply of energon nearby. And judging from the steadiness of the glow, it was stable.

Proceeding into the cavern, Airazor shivered. Besides the dim, spooky lighting, the sound of dripping water echoing from all over the cave gave her a creeping feeling. Her footsteps echoed off the walls, bouncing back to her a few times and giving the illusion of ten sets of feet rather than one. Airazor tensed, constantly on edge as she armed her wrist cannons. Something was wrong here. Being a flier, she really didn't like dark, enclosed spaces. The fact that this particular dark, enclosed space belonged to Tarantulas only made things worse.

Suddenly, Airazor realized what was wrong with this picture. The dripping water and her own footsteps were the _only_ things she could hear. She strained her audios, but not another sound came through. She paused until the sound of her footsteps died away, then tried again. Still nothing.

Airazor wasn't liking this. Where was Fleetshade? And better yet, where was Tarantulas?

Then it dawned on her: Tarantulas was in league with that Decepticon! He was probably at the Maximal base, helping Ravage interrogate Megatron. But where had he put Fleetshade?

"Fleetshade!" Airazor called out. Her voice bounced back countless times, compounding Airazor's worry with every echo that yielded no response.

And then, suddenly, Airazor heard something. Not a loud noise, but something that didn't fit in with the rest. It sounded like a mumble, or a light moan. Airazor called again and the voice came again, from behind a stalagmite to the Maximal's left.

Airazor bolted around the pillar of stone and gasped at what she saw: Fleetshade hung limp from one of Tarantulas's cyber-webs, barely online. The end of each of the web's radial lines turned into a tube of some kind, leading over to a workbench a few meters away from the web. A large container filled the workbench, almost filled with some sort of blue liquid. Or was it liquid? Maybe it was gas. But Airazor didn't take any more time to examine it. She rushed over to the cyber-web and watched as Fleetshade activated one optic wearily.

"'Razrrr…?" the deer-bot slurred, obviously finding it difficult to speak. Airazor knew what was happening immediately: that web was sapping Fleetshade's energon supply, weakening her. Killing her.

"Don't worry Fleetshade; I'm here now. It'll be okay," Airazor assured the powerless girl as she tried to find some way to deactivate the web. There wasn't exactly a switch she could throw, so she backed up a few feet and aimed her wrist guns at the web.

"Hold on, 'Shade," Airazor warned, and fired.

The missiles ricocheted off the web and flew right back toward her! Ducking with a bird-like screech, Airazor re-evaluated the situation. She got up close to the web again and examined how Fleetshade was connected to it. It looked like she was simply stuck to it. So all Airazor had to do was cut her down, right?

So what could cut through cyber webbing? An energon blade, perhaps? "I'll be right back," Airazor told Fleetshade. The neutral 'bot didn't respond.

Airazor rushed over to Tarantulas's monitors, finding a tool chest without much trouble. She blasted it open and dug around until she found what had to be the hilt of an energon blade. She grabbed it and flicked it on. Yep, it was an energon blade, alright.

Airazor rushed back over to the web and tried inserting the blade into the web near Fleetshade's wrist. It worked like a charm.

Five cycles later, Airazor was cutting the last of the webbing away from a prone Fleetshade. The deer-femme hadn't spoken and had barely moved again, and Airazor only hoped she could get her to help in time.

Wait! That energon deposit! Airazor left Fleetshade for a moment and switched on one of her scanners. Her vision was suddenly overlaid with a grid which scanned for the presence of usable energon nearby. It zeroed in on a place right in front of her, seeing through the stalagmites. Airazor took off, twisting and turning around the huge pillars until finally she saw the source of the light in the cave: a huge pile of stable energon cubes, just as she'd suspected.

Gathering up a few, Airazor made her way back to the center of the cave. Fleetshade lay where she'd left her, looking very weak. Airazor dropped the cubes as gently as she could and hauled up Fleetshade's head, searching for the port she needed. It was there, on the side of the girl's neck. Flicking open the tiny cover, Airazor pulled out the feeding tubes with the tiny blades on the end that every transformer came equipped with. She dug the blades into the energon cubes and immediately the power started seeping from the cube up the tube and into Fleetshade's body.

"C'mon, c'mon," Airazor urged. It was going to slow! But it was going, and that's what counted.

Airazor couldn't say how long she sat there, Fleetshade's head cradled in her lap as the girl absorbed the energy from the first cube, waiting tensely for Tarantulas to return and find them. Once the first cube was depleted, Airazor plugged in the next. After three, Fleetshade raised her head on her own and activated her optics.

"Ai-Airazor?" she stuttered. Airazor could have wept with relief; she'd thought the deer-bot would never wake up!

"Thank Primus," Airazor muttered.

"What am I – oh." Fleetshade panicked for a moment, realizing she was plugged into something. When she realized it was an energon cube, she sighed.

"You – you saved me. Again," Fleetshade murmured. "Thanks."

Airazor grinned. "Now what kind of femme would I be if I just left you here? I thought you know me better than that, Fleetshade."

The girl smiled. "I do. How long have I been here?"

"At least five megacycles."

"Jeez….what's happening?"

Airazor sighed. "We captured Megatron. Ravage has him now, and I'm assuming that's where Tarantulas is, too. Blackarachnia and Silverbolt are on their way to the Ark, at least last time I checked. I haven't heard anything since I came to get you."

Fleetshade cocked one optic ridge. "Silverbolt?"

Airazor shook her head. "Long story. Rattrap or Cheetor cold tell it better, but that's for later. Right now we have to get out of here; Tarantulas could be back anytime. Can you walk?"

Fleetshade hesitated a moment. "I don't think so," she finally admitted with a sigh.

"Okay."

Airazor helped Fleetshade unplug herself from the energon cube and hauled her up, leaning the girl against her shoulder. It was like this the two femmes made their way slowly from the cave.

The trek was silent but for Fleetshade's laboured breathing and Airazor's grunts of effort from holding the deer-femme up. Finally, they crossed the fallen boulder at the end of the tunnel.

"What's that?" Fleetshade inquired as the pair stepped over it.

"Never mind," Airazor told her wryly.

Stepping outside into the now-twilight air, Airazor gently lowered Fleetshade to the ground and activated her comlink.

"This is Airazor to Optimus. Where are you right now?"

There was a long pause. Just as Airazor was starting to get a bad feeling, the Maximal leader's voice came over the line.

"Optimus here. Have you had any luck finding Fleetshade?"

"She's here," Airazor replied, glancing at Fleetshade. The deer-bot had reverted to beast mode and was lying on the ground a few feet away, breathing heavily. "I found her almost drained, hanging from one of Tarantulas' cyber-webs. I managed to get her functioning and out of there, but she's still really weak."

"And my power has been exhausted again," Fleetshade muttered from where she lay. Airazor repeated this to Optimus, who sighed.

"Unfortunately, we've got bigger problems right now. Ravage turned against us. He almost destroyed the base before we could stop him, and now Megatron's escaped. He's gone…I don't know, but I have a hunch he's going to do something very stupid."

"Like break into the Ark?" Airazor asked.

Another long pause. "How do you know about that?"

"Long story. If you're right, he's going to meet a bit of resistance when he gets there. But they won't hold him for long, so we should get there as soon as possible. But I can't just leave Fleetshade here."

There was the sound of a brief discussion that Airazor couldn't make out, then Optimus said, "Cheetor says to bring Fleetshade with you."

"What? Were your logic circuits cut? She can barely walk, and she's defenseless!"

There was another pause, then Cheetor's voice came over the line.

"I-I know. Look, Airazor, you gotta trust me. Bring her with you. Don't leave her there. I think somebody's out to get her."

"And how do you figure that, Gearhead?"

"Long story, Birdbrain!"

"Both of you, enough!" cried Optimus. "We have to move out _now_. Airazor, do you know where to go?"

"Not exactly."

Optimus gave her some approximate coordinates. "I can't be more specific than that, I'm afraid. And Cheetor's right: bring Fleetshade with you. She may indeed be in danger."

"I'd say she's in enough danger right now of just going into stasis lock! I can't possibly –"

"Airazor," Fleetshade called from behind the bird-bot.

Airazor spun around to face the neutral female. "Yes?"

"Blow up the cave."

"What! Have you all gone crazy? Blowing up the cave will detonate the energ…hey! You're right!"

Airazor turned back to her comlink. "Fleetshade may have an idea to help get her power back. We'll be there as soon as possible. Airazor, over and out."

Before Optimus or Cheetor could say anything, Airazor switched off her comlink and turned to Fleetshade. "Ready to make some fireworks?"

Fleetshade grinned. "Always."


	19. Blast From The Past

Disclaimer: Beast Wars and its characters, plots etc. belong to Mainframe and Hasbro. I own my character, Fleetshade, and a seriously overactive imagination. That is all.

Wrath of the Femmes

Chapter 18: Blast From The Past

Part 1

Airazor looked around Tarantulas' lair and shuddered for the umpteenth time. There was just something about this place that never stopped getting to her. She maintained that it was the spider's lingering presence. She didn't like being in here one bit, even if it was with the purpose of blowing it to the Pit.

At least Fleetshade was recovering. The girl had amazing regenerative powers, even so soon after being nearly sucked dry. Her time in the energon mines must have been harsh indeed for her systems to have a compensation program that responsive.

The deer-bot knelt a few meters away, busily setting the last charge she had stolen from Rattrap. Apparently, when she had been convinced that her power had run out for good, she had taken them to make sure she wouldn't be completely defenseless should Tarantulas come for her. Now she was setting them around the spider's lair, hoping to create an energon radiation blast big enough to return the power he'd leeched from her.

"All set," the deer-bot reported. "Let's get outta here."

With that, she clicked the timer on one of the charges. Once it exploded, in thirty nanoklicks' time, it would set off the others in a gigantic chain reaction.

Both femmes took off running, emerging into the open air with a few nanos to spare. Airazor transformed to beast mode to protect her from most of the radiation and took cover behind a large boulder, while Fleetshade skidded to a halt and stood, feet planted slightly apart, facing the entrance to the cave. It was a strange effect, the last pink clouds of sunset gliding by over the cave's entrance and shining an eerie light on the deer-bot's lithe form, standing there waiting for the explosion to hit her. Airazor had only a moment to admire the image it all created before the explosion knocked her back. She let out a birdlike screech as she flew backwards, sailing off the ledge on which Tarantulas' lair had rested. She flapped her wings and managed to stay airborne as the sound of the explosion died away. The rock shelf had become a swirling cloud of dust, blue sparks and waves of potent radiation. Even in beast mode, Airazor could feel the energon saturating her circuitry, making it hard to continue pumping her wings.

Then the radiation started to dissipate, leaving her feeling energized and empowered. The dust started to settle, and Airazor glided forward. She was still afraid to transform for fear of the remaining energon, but she landed and scanned the area with her falcon optics for any sign of Fleetshade.

After a few cycles of finding nothing, she spotted a tiny lump near the edge of the cliff that wasn't a rock. She waddled over and saw that it was a pile of dust and rubble. And the pile was glowing, pulsing with blue radiation.

The pile twitched, then a few rocks tumbled from the top. Airazor fell to it, brushing away rocks with her beak and wings until finally the source of the pulsing was revealed. Fleetshade gave a heave and the remaining dust sifted off her slightly dented form.

"You okay?" Airazor asked.

"Uggh…my head," Fleetshade replied, laying a long-fingered hand to her temple.

"Did it work?" Airazor asked, knowing it was a stupid question. The neutral femme nodded, then obviously regretted it as she cradled her head. Suddenly, she stood up.

"Let's go," she said. She wavered slightly, but kept her feet.

"You sure you're okay?" Airazor asked tentatively. "I'm surprised you weren't knocked right of the ledge, like I was."

"I probably would have been," Fleetshade agreed, "but I got nailed in the head by a flying rock and that took me down, then that rubble and stuff came down on top of me. I'm okay, though. C'mon. B needs our help."

"According to Cheetor, so will everyone else," Airazor commented as she caught Fleetshade's outstretched arms in her talons and lifted off.

Fleetshade whimpered and closed her optics, and Airazor smiled. The neutral femme could stand there and let an explosion hit her, but she was still terrified of heights.

* * *

Blackarachnia grunted as she heaved a large boulder down the hillside, then put a claw to her back, which she'd strained a dozen times already. Every circuit in her frame protested with the amount of work she'd been doing, hauling and lifting huge rocks out of the way. But she was determined to get through that pile of rubble, determined to get to the Ark. Especially since she'd found that somebody had already been in there. 

Megatron, it seemed, had come already. He'd come and left without doing anything. Blackarachnia couldn't figure out why he hadn't just ended the Beast Wars long ago, the first time he'd found the Ark, but she didn't allow herself time to think about it.

She'd had no idea Megatron had been captured until Silverbolt had told her, but her gut told her that Megatron was on the warpath. He was a smart 'bot, and he wouldn't stay locked up long, especially since his captor was an old Decepticon.

But they had to outrun him, which is why Blackarachnia sighed and was about to turn around and grab another boulder when she felt hands on her shoulders.

Instinctively, she jumped and whirled her head around. It was, of course, Silverbolt. The Maximal hadn't made a hint of a complaint since they had started clearing the rubble, and seemed just as determined as she was to get to the Ark ahead of Megatron. She had to admire the pup's steadfastness. She looked up at his face and realized he wasn't looking at her, but upwards at the sky.

Megatron! Blackarachnia's optics flew forwards and she scanned the night sky for any sign of movement, but there was nothing there.

"What're you looking at?" she asked, still scanning the sky for hidden threats.

"That star…well, planet, really. Venus. It reminds me of you."

That floored her. He was wasting time _stargazing_? Then something jogged in her memory and she grinned. Venus, eh?

"Hot, poisonous and deadly?" she teased, pretending to be deeply moved. "You're sweet." She reached up to touch his shoulder and gauge his response, and found his golden optics staring into hers for a moment before he realized what she said. She turned away, hiding a grin as he stammered after her.

"No, wait! That's not what I meant!"

For the next few cycles, they worked in companionable silence.

"Look," Blackarachnia finally cried, pointing to a tiny hole in the rocks where hot air and eerie red light was streaming out. "I think we've reached the end!"

Silverbolt was there in a nano, examining the gap.

"Then stand back!" he ordered, pushing her away. The she-spider's optics widened when she realized what he was going to do. "Wait," she protested, "I think we just have to clear-"

Too late. With a resounding _boom_, Silverbolt launched a couple wing missiles at the opening and the rocks exploded inward, raising a huge cloud of dust.

"Never mind," Blackarachnia sighed, shaking her head.

She moved forward once the dust cleared, coughing slightly, and saw that the dumb mutt had actually created a neat little hole in the wall of rubble. He was looking at her proudly, like a little dog that had just successfully fetched a stick.

"What is it with guys and high explosives?" Blackarachnia muttered to herself, moving past the Maximal and into the cavern.

She was assaulted immediately by the heat. It was nowhere near the intense heat she had felt inside the remains of Fleetshade's ship, but it was still pretty toasty. Rivers of lava crisscrossed the cavern like deadly red worms, exuding sulphuric fumes into the musty air. And at the back of the cavern, glittering in all its die-cast glory, was-

"By the Matrix! What is it?" Silverbolt exclaimed as he stepped into the cavern after her.

For a nanoklick, Blackarachnia was too overcome by awe to reply. Finally, her voice husky with reverence, she said, "That, bowser boy, is called the Ark."

Silverbolt stood still for a moment, simply staring at the thing. Then he shook his head as if to clear it and scooped Blackarachnia up, spreading his wings. He launched them up and over a lava stream, depositing her in front of the Ark's doors.

Silverbolt did a double take as Blackarachnia started forwards carefully across the rough obsidian floor, then stumbled after her, determined as always to be her protector.

"I have heard only legends," he murmured.

"Oh, it's no legend, JoJo," the spider-bot, taking in the sight of the beautiful ship before her. The Predacon in her stirred: so much ancient power, lying right there for the taking… Then her sense returned and she remembered that that power could very easily destroy her, which is why she was here in the first place.

Suddenly, the ground shook and both 'bots were thrown sideways. Silverbolt's ears drooped as he looked around.

"The area appears to be unstable," he commented.

Blackarachnia rolled her optics. "It's a volcano, bonebrain. When it explodes in 1984, your- our – ancestors inside the ship will awaken and start the Great War!"

"So Airazor told me," the fuzor said, glancing from Blackarachnia to the Ark and back again. "Its power must be immense."

"Oh yeah," Blackarachnia agreed. "Which is why Megatron can't have it. If he destroys-what the!"

Just then, Silverbolt jolted forward. It took a nano for the she-spider to realize he'd been shot from behind.

The fuzor fell forward into the Ark's perimeter shield, Teletran-1, and was thoroughly zapped before getting blown backwards and skidding to a halt at her feet, barely online.

Blackarachnia was grimly satisfied that her first thought was not concern for the Maximal, but relief that Teletran-1 was operational; that would make it harder for Megatron to get in without her codes.

'I'm still a Predacon after all,' she thought as she whirled at their attacker.

It was Megatron. The purple 'bot smirked at her before training his gun behind him and blasting the rocks above the opening that Silverbolt had created. The rocks tumbled down, effectively sealing them in.

"Slag, slag, slag, slag, slag!" Blackarachnia muttered, fumbling her gun. This was it. She'd failed. There was no way she'd be able to keep Megatron out without help, and there was no way help would arrive in time with the opening closed in.

But she couldn't give up. She had to try. Megatron smirked as he fired up his rockets and landed with an ominous thump a few meters from her. Their optics met and Blackarachnia knew she was in for some serious pain. Then Megatron turned his back on her, showing her he had nothing to fear from her or Silverbolt, and reached out toward the Ark's hatch controls. Blackarachnia felt no satisfaction when Megatron got zapped, only the reassurance that the pain she was in for had doubled.

"Teletran-1 must still be operating," Megatron mused, turned back to face the she-spider. Blackarachnia steeled herself, finding it much harder than usual. It was only then that she realized she'd lowered her defenses, let go of the constant wariness she'd had to maintain around the Predacons. A glance at Silverbolt sent a shock of guilt through her for not being concerned about him, then anger for feeling that way. She really was becoming a lousy Predacon, but she made a lousy Maximal too.

Her frustration helped build up her nerve, so she lifted her chin and leered at Megatron.

"Shame," she commented. "Don't you have the codes from the Golden Disk?"

Megatron regarded her levelly for a cycle, then grabbed her by the throat and lifted her up to optic level. "The disk was destroyed," he said. "But you have the codes, don't you? Yeeesss. You downloaded them from my backup files, before you destroyed them!"

Blackarachnia shrugged. She knew he'd known all along, but there was still nothing he could do about it.

"So what if I did?" she taunted him. "They're mine now, Grapeface!"

With a roar, Megatron tossed her away. She landed next to Silverbolt, but sat up immediately. And found herself facing down the end of his arm cannon. Fighting a wave of panic, she forced out a laugh.

"What are you going to do? Shoot me? You still don't have the codes!"

Megatron looked down the point of his weapon at her and smiled casually.

"I never planned on shooting you, no," he said conversationally. "I have a much more…effective target in mind."

With that, his weapon shifted away from her – to aim at Silverbolt.

'Slag!' she thought with a panicked pang, 'should have seen that coming.'

"The codes, Blackarachnia," Megatron pressed, "produce them at once!"

Blackarachnia closed her optics and berated herself. 'Idiot! Why didn't you think of that?'

The she-spider opened her optics and blew out a deep breath, avoiding looking at Silverbolt. As she prepared to do what she had to, she wondered what was taking the Maximals so long.

As if the thought had summoned it, Blackarachnia's comlink crackled to life.

All three sets of optics fell on Blackarachnia's arm. Megatron's weapon powered down as his optics widened.

"Blackarachnia, are you okay? It's Airazor. What's going on over there? Is Silverbolt with you?"

Fighting to stay calm, wondering whether she wanted to laugh or cry, Blackarachnia pressed her comm. button.

"This really isn't a good ti-AGH!"

Before Blackarachnia could finish her sentence, Megatron hauled back and swatted her with his tail cannon, sending her flying back toward the Ark. She dove to avoid getting fried by Teletran-1, then rolled to avoid fire from Megatron.

"So you _are_ in league with Maximals! Tarantulas was right after all! And that other female, as well! She's alive! Where is she?"

"Why would you care about her?" Blackarachnia asked, dodging yet another blast. If Megatron had been mad before, he was livid now. Her comlink crackled again and Fleetshade's voice filtered through.

"Hang on, B. We're on our way,"

_Slag_.

"That's her!" Megatron said. "She's coming here? What good fortune, yes. It seems my luck is finally taking a turn for the better. Now, give me those codes."

But Blackarachnia wasn't listening to Megatron. She pressed her comlink frantically.

"No! Don't come! Stay away! Where's the rest of the Max-?"

Blackarachnia broke off and screeched as Megatron shot her arm, causing her comm. to erupt in sparks and go dead. Shaking off the pain, Blackarachnia knew time was running out. And she was out of ideas. She was preparing to launch herself at Megatron, anything to distract him, when the cave rumbled again. But it was no volcanic tremor this time. There were sounds of blasting from outside the cave. Voices could be heard from outside; Blackarachnia recognized Primal and Rattrap.

"Finally!" she breathed. "You'd better get out of here, Megatron."

"I think not, no. Not after all the trouble I took to get here. Now produce those codes, or you and your companion will be molten metal before your Maximal _friends_ can help you."

Blackarachnia's optics darted to the lava pool and she gulped.

* * *

Rattrap plugged his audios and crouched behind a boulder as his charge blew, then was on his feet in a nano, gun at the ready. Cheetor and Optimus went in ahead of him, and Rhinox took up the rear. The Maximals stormed into the volcano and stopped dead, looking around at the scene before them. 

The cavern was massive, with steaming streams of lava flowing through it. And there against the back wall was the Ark. The stuff of legends.

Right in front of the Ark a battle was taking place. Megatron was firing repeatedly at a black blur that kept dodging his shots. Behind Megatron's opponent was a metallic form that had to be Silverbolt. He wasn't moving. When the Maximals came in, Megatron and the blur- which turned out to be Blackarachnia – froze and stared at them.

"Finally!" Blackarachnia cried, and Rattrap noticed she was favouring one arm. "Don't just stand there!" she shrieked.

Rattrap exchanged a look with Rhinox. Blackarachnia must be the resistance Airazor had mentioned. How and why Airazor had been in contact with Blackarachnia he didn't want to know. But the she-spider was right.

Rattrap and Cheetor were the first to let loose with a round of fire directed at Megatron. None of the shots made contact, because the Predacon leapt out of the way. Suddenly the Maximals' fire was headed right for the Ark! Optimus gasped, but just then the laser fire was absorbed by some sort of forcefield.

"Teletran-1," Optimus breathed. "Thank Primus."

At that, the four Maximals charged across the cavern, taking inaccurate shots at Megatron whilst trying to make their way over lava pools and loose volcanic rock.

Rattrap watched as Megatron continued to attack Blackarachnia, finally grabbing her and swinging her out over a river of flowing lava. The she-spider shrieked as the Predacon leader shook her violently.

"The codes, or I'll make do without them!"

Rattrap glanced around. All the Maximals had frozen to watch the scene, but the rat-bot was closest. He dropped to his belly and crawled forward, staying under cover until he was right across the lava stream from where Megatron held the she-spider.

"Not a chance, Megatron!" Blackarachnia was saying hysterically. "You'll drop me whether I give you the codes or not! You are _not_ getting that ship!"

"You're only half right, I'm afraid," Megatron drawled, shaking the she-spider viciously. "I will in fact get inside the ship, with or without your help, despite the Maximals. If there's one thing I've tried to teach you, Blackarachnia, it's always to be prepared for betrayal. And here I thought you were a Predacon!"

That did it. Blackarachnia started fighting wildly, frantically, to get free. "I _am_ a Predacon!" she shrieked. The femme had clearly lost her last logic chip.

From his vantage point, Rattrap saw something moving behind Megatron. Something that glinted in the reddish light of the cavern. Silverbolt!

The fuzor was staggering to his feet with one of his wing blades in hand.

"Wait, no!" cried Blackarachnia.

But Silverbolt ignored her. With a furious howl, he wound back and let the blade fly.

It struck Megatron in the arm with which he held Blackarachnia. The tyrant let go of her and fell backwards with a cry, leaving Blackarachnia tumbling towards the lava with a terrified scream.

Before he knew what he was doing, Rattrap hurled himself out of hiding and dove across the molten river, tackling the Predacon female and landing with her on the other side as the rest of the Maximals started advancing again, firing on Megatron.

"Oof!" she grunted, then went still. Rattrap rolled off of her, hoping she was still online. According to Megatron, she had the Ark access codes.

For a nano, Rattrap wondered why he hadn't just let her fall, taking the codes with her. That way, nobody would ever be able to access the Ark. And besides, she was a dirty Pred.

"Rattrap."

The rat-bot spun to see Silverbolt a few meters away, fighting to stay conscious. The fuzor was heavily damaged, and it had taken the last of his strength to fire off that missile.

"Thank you, my friend," Silverbolt continued. "That was a Maximal thing to do."

With that, Silverbolt's body erupted in sparks and he keeled over, in stasis lock, leaving Rattrap with a squishy kind of feeling inside.

"Yeesh," he murmured. "I must be goin' soft."

* * *

Airazor frowned and cursed as the connection cut out. 

"Looks like Megatron's already there," she said grimly. She didn't mention Blackarachnia's warning; it went unsaid that neither she nor Fleetshade had any intention of listening to the Predacon.

"B's a tough femme," Fleetshade assured her from below, her optics still stubbornly shut off. "She'll hold out. I only hope the others made it in time."

Airazor glanced down at Fleetshade. The femme's glow had steadily been fading, seeming to seep into her armor. Just the second-hand radiation she was giving off was threatening to short out some of Airazor's circuits, but she wasn't about to say that to the deer-bot. Once again Airazor felt a tiny thrill of fear: what sort of 'bot could soak up that much energon radiation and still be online, let alone functioning normally? The sort you're wary of, that's what sort.

Airazor still couldn't figure out why Cheetor and Optimus thought it was so important that Fleetshade be there. It wasn't her fight, and Airazor knew she didn't want to be involved. Yet at the same time, any firepower against Megatron, no matter from which faction, was good firepower.

Wasn't it? Airazor glanced again at the last vestiges of bluish glow emanating from her friend and hoped she wasn't making a mistake in bringing her.

"We're almost there," Fleetshade said suddenly, causing Airazor to look ahead again with an embarrassed jolt. The pair was coming up on a huge mountain chain, the largest of which had a large pile of rubble at its base. That must be the one, she reasoned.

"From one rocky pit to another, eh?" Airazor commented, and Fleetshade finally opened her optics. Taking an appraising look at the mountains ahead, finally nodding.

"You okay?" Airazor asked, suddenly worried. Fleetshade had been unusually quiet, even for someone afraid of flying.

"I'm fine," the neutral femme replied hesitantly. "Just…a feeling."

"Yeah, I'm getting one of those too," Airazor said wryly, winging her way down to ground level. "Let's hope we're on time."

When the two femmes finally touched down (with a relieved sigh from Fleetshade) they snuck up on the entrance to the cavern. Reddish light poured forth from it, as did waves of heat. Definitely a volcano, Airazor thought. The sounds of laser blasts came through the entrance, and flashes of light lit the darkness within. This must be the place.

Just then, voices started to come through. Airazor couldn't make out what was being said, but she recognized first Megatron's, then Blackarachnia's voice, and the sounds of shooting ceased. For a nanoklick, it was dead silent. Airazor and Fleetshade exchanged a look and peeked into the cavern.

The sight that greeted them was enough to make Airazor panic. Megatron held Blackarachnia suspended above a river of lava and was shaking her viciously. Optimus, Rhinox and Cheetor stood frozen halfway toward the back wall, against which sat a gigantic, gleaming spacecraft that had to be the Ark. As the two femmes watched, something moved behind Megatron. Whatever it was stood, and it was recognizable as Silverbolt, looking severely damaged. He reared back and took am with a wing blade, and in the next few nanos everything happened very quickly. Before Airazor could catch what was going on, Megatron was down and a blur enveloped Blackarachina, sending her flying backwards out of the way of the molten river. The rest of the Maximals were galvanized into action and rushed forward, firing at Megatron.

Suddenly, everything was chaos. Megatron dodged, and the volley of shots hit some sort of shield around the Ark. As Airazor watched, the shield flickered briefly before snapping back up, and huge auto guns on the outside began firing at the Maximals, who were still shooting at Megatron. Megatron dodged again, and another round of fire hit the shield. It flickered again, and a few of the auto guns were blown out. Megatron was using them to break through the Ark's shield! Airazor rushed forward, intending to yell at them to stop, but she was halted by Fleetshade's surprisingly strong grip on her arm.

"Just wait," the neutral femme said, pointing to something she was looking at near the Ark's main hatch. Airazor gasped when she saw what it was, and what was about to happen.

By this time, Optimus had figured out what was going on. "Stop!" he shouted, but it was too late. At that exact moment, the Ark's perimeter shield flickered a final time and fell. Out the corner of her optic, Airazor saw Fleetshade smile.

"Now!" the deer-bot yelled, and letting go of Airazor's arm she threw herself into the opening to the cave and let loose with a burst of controlled energon radiation aimed straight at Megatron.

* * *

Rattrap realized he was stuck. He couldn't even sit up for all the crossfire going on overhead. The Ark's auto guns had come online and were firing over his and Blackarachnia's heads at his oncoming teammates, who were returning fire. 

Just then, Blackarachnia's optics snapped on.

"You!" she hissed at him, drawing her weapon.

Rattrap recoiled, holding his hands out in front of him.

"Not so fast, sister," he told her. "I'm the one who just saved yer sorry hide from gettin' melted, so listen ta me."

"No, you listen to me!" the she-spider replied. "You heard Megatron. He can get in there without my help. Call off your Maximals!"

"What? Do you have a glitch?"

"Call them off! Teletran-1 can't hold that much weapon fire, and if they keep missing they're going to practically hand Megatron the key!"

Rattrap glanced up and immediately saw that the Predacon female was right: Megatron was dodging the Maximals' fire, which was all hitting the Ark's shield. As he watched, the shield flickered slightly and a few of the auto guns were blown apart.

"Slag," he spat. Much to his chagrin, Rattrap knew he'd better listen to the spider. At the same time, he wondered what was taking Airazor and Fleetshade so long to get here.

"What do I do?" he asked the Predacon with a sigh.

"Distract Megatron while I gain access to this thing. I still have the codes, and if he's busy I might be able to slip in before he notices the shields are down."

Rattrap's optics must've bulged out of his head as he stared at the femme. "What do you think I am, a toaster? I ain't lettin' you in dere alone!"

Blackarachnia's optics narrowed dangerously and her grip tightened on her weapon, but after a nano she sighed resignedly. "Fine, come with me if you want. But hurry up; we're almost out of time."

With that, Blackarachnia turned her back to him and started crawling her way across the rocky ground toward the entrance to the Ark, still favoring her blasted arm. Left with no other choice, Rattrap sighed and followed her.

Blackarachnia reached the door and glanced around: Megatron was a few meters away on the other side of a stalagmite, partially hidden from view.

"Computer," the spider hissed. "Download datatracks 'Widow's Edge' now."

After a brief pause, the Predacon's optics changed colour and a stream of code flowed from them and into a receiver on the Ark's outer hull. Rattrap kept his optics on Megatron's position, weapon trained on the tyrant as he continued to taunt the other Maximals into shooting him.

"Done!" Blackarachnia hissed beside him. All of a sudden, the shields flickered and died. From across the cavern, Optimus' voice could be heard shouting a panicked "Stop!"

But before Rattrap could register anything else, the main hatch to the Ark opened and he was yanked inside by Blackarachnia. Within a fraction of a nanoklick, the hatch slid shut behind them and they were enveloped in darkness.


End file.
